<DOCUMENT>
<TYPE>EX-1.C
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>ARTICLES SUPPLEMENTARY
<TEXT>

                                                                    Exhibit 1(c)

                              MUNIYIELD FUND, INC.
                 Articles Supplementary creating five series of
                        Auction Market Preferred Stock(R)

      MUNIYIELD FUND, INC., a Maryland corporation having its principal Maryland
office in the City of Baltimore (the "Corporation"), certifies to the State
Department of Assessments and Taxation of Maryland that:

      FIRST: Pursuant to Authority expressly vested in the Board of Directors of
the Corporation by article fifth of its Charter, the Board of Directors has
reclassified 5,000 authorized and unissued shares of common stock of the
Corporation as preferred stock of the Corporation had has authorized the
issuance of five series of preferred stock, par value $.10 per share,
liquidation preference $50,000 per share plus an amount equal to accumulated but
unpaid dividends (whether or not earned or declared) thereon, to be designated
respectively: Auction Market Preferred Stock, Series A; Auction Market Preferred
Stock, Series B; Auction Market Preferred Stock, Series C; Auction Market
Preferred Stock, Series D; and Auction Market Preferred Stock, Series E.

      SECOND: The preferences, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption, of the shares
of each such series of preferred stock are as follows:

----------
(R) Registered trademark of Merrill Lynch & Co., Inc.


                                       1
<PAGE>

                                   DESIGNATION

      SERIES A: A series of 900 shares of preferred stock, par value $.10 per
share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon, is
hereby designated "Auction Market Preferred Stock, Series A." Each share of
Auction Market Preferred Stock, Series A (sometimes referred to herein as
"Series A AMPS") shall be issued on a date to be determined by the Board of
Directors of the Corporation; have an Initial Dividend Rate and Initial Dividend
Payment Date as shall be determined in advance of the issuance thereof by the
Board of Directors of the Corporation; and have such other preferences, voting
powers, limitations as to dividends, qualifications and terms and conditions of
redemption as are set forth in these Articles Supplementary. The Auction Market
Preferred Stock, Series A shall constitute a separate series of preferred stock
of the Corporation, and each share of Auction Market Preferred Stock, Series A
shall be identical.

      SERIES B: A series of 900 shares of preferred stock, par value $.10 per
share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon, is
hereby designated "Auction Market Preferred Stock, Series B." Each share of
Auction Market Preferred Stock, Series B (sometimes referred to herein as
"Series B AMPS") shall be issued on a date to be determined by the Board of
Directors of the Corporation; have an Initial Dividend Rate and Initial Dividend
Payment Date as shall be determined in advance of the issuance thereof by the
Board of Directors of the Corporation; and have such other preferences, voting
powers, limitations as to dividends, qualifications and terms and conditions of
redemption as are set forth in these Articles Supplementary. The Auction Market
Preferred Stock, Series B shall constitute a separate series


                                       2
<PAGE>

of preferred stock of the Corporation, and each share of Auction Market
Preferred Stock, Series B shall be identical.

      SERIES C: A series of 900 shares of preferred stock, par value $.10 per
share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon, is
hereby designated "Auction Market Preferred Stock, Series C." Each share of
Auction Market Preferred Stock, Series C (sometimes referred to herein as
"Series C AMPS") shall be issued on a date to be determined by the Board of
Directors of the Corporation; have an Initial Dividend Rate and Initial Dividend
Payment Date as shall be determined in advance of the issuance thereof by the
Board of Directors of the Corporation; and have such other preferences, voting
powers, limitations as to dividends, qualifications and terms and conditions of
redemption as are set forth in these Articles Supplementary. The Auction Market
Preferred Stock, Series C shall constitute a separate series of preferred stock
of the Corporation, and each share of Auction Market Preferred Stock, Series C
shall be identical.

      SERIES D: A series of 900 shares of preferred stock, par value $.10 per
share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon, is
hereby designated "Auction Market Preferred Stock, Series D." Each share of
Auction Market Preferred Stock, Series D (sometimes referred to herein as
"Series D AMPS") shall be issued on a date to be determined by the Board of
Directors of the Corporation; have an Initial Dividend Rate and Initial Dividend
Payment Date as shall be determined in advance of the issuance thereof by the
Board of Directors of the Corporation; and have such other preferences, voting
powers, limitations as to dividends, qualifications and terms and conditions of
redemption as are set forth in these Articles


                                       3
<PAGE>

Supplementary. The Auction Market Preferred Stock, Series D shall constitute a
separate series of preferred stock of the Corporation, and each share of Auction
Market Preferred Stock, Series D shall be identical.

      SERIES E: A series of 1,400 shares of preferred stock, par value $.10 per
share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon, is
hereby designated "Auction Market Preferred Stock, Series E." Each share of
Auction Market Preferred Stock, Series E (sometimes referred to herein as
"Series E AMPS") shall be issued on a date to be determined by the Board of
Directors of the Corporation; have an Initial Dividend Rate and Initial Dividend
Payment Date as shall be determined in advance of the issuance thereof by the
Board of Directors of the Corporation; and have such other preferences, voting
powers, limitations as to dividends, qualifications and terms and conditions of
redemption as are set forth in these Articles Supplementary. The Auction Market
Preferred Stock, Series E shall constitute a separate series of preferred stock
of the Corporation, and each share of Auction Market Preferred Stock, Series E
shall be identical.

      1. Definitions. Unless the context or use indicates another or different
meaning or intent, in these Articles Supplementary the following terms have the
following meanings, whether used in the singular or plural:

      "'AA' Composite Commercial Paper Rate," on any date of determination,
means (i) the Interest Equivalent of the rate on commercial paper placed on
behalf of issuers whose corporate bonds are rated "AA" by S&P or "Aa" by Moody's
or the equivalent of such rating by another nationally recognized rating agency,
as such rate is made available on a discount basis or otherwise by the Federal
Reserve Bank of New York for the Business Day immediately


                                       4
<PAGE>

preceding such date, or (ii) in the event that the Federal Reserve Bank of New
York does not make available such a rate, then the arithmetic average of the
Interest Equivalent of the rate on commercial paper placed on behalf of such
issuers, as quoted on a discount basis or otherwise by Merrill Lynch, Pierce,
Fenner & Smith Incorporated or its successors that are Commercial Paper Dealers,
to the Auction Agent for the close of business on the Business Day immediately
preceding such date. If one of the Commercial Paper Dealers does not quote a
rate required to determine the "AA" Composite Commercial Paper Rate, the "AA"
Composite Commercial Paper Rate will be determined on the basis of the quotation
or quotations furnished by any Substitute Commercial Paper Dealer or Substitute
Commercial Paper Dealers selected by the Corporation to provide such rate or
rates not being supplied by the Commercial Paper Dealer. If the number of
Dividend Period Days shall be (i) 7 or more but fewer than 49 days, such rate
shall be the Interest Equivalent on the 30-day rate on such commercial paper;
(ii) 49 or more but fewer than 70 days, such rate shall be the Interest
Equivalent of the 60-day rate on such commercial paper; (iii) 70 or more days
but fewer than 85 days, such rate shall be the arithmetic average of the
Interest Equivalent on the 60-day and 90-day rates on such commercial paper;
(iv) 85 or more days but fewer than 99 days, such rate shall be the Interest
Equivalent of the 90-day rate on such commercial paper; (v) 99 or more days but
fewer than 120 days, such rate shall be the arithmetic average of the Interest
Equivalent of the 90-day and 120-day rates on such commercial paper; (vi) 120 or
more days but fewer than 141 days, such rate shall be the Interest Equivalent of
the 120-day rate on such commercial paper; (vii) 141 or more days but fewer than
162 days, such rate shall be the arithmetic average of the Interest Equivalent
of the 120-day and 180-day rates on such commercial paper; and (viii) 162 or
more days but fewer than 183 days, such rate shall be the Interest Equivalent of
the 180-day rate on such commercial paper.


                                       5
<PAGE>

      "Accountant's Confirmation" has the meaning set forth in paragraph 7(c) of
these Articles Supplementary.

      "Additional Dividend" has the meaning set forth in paragraph 2(e) of these
Articles Supplementary.

      "Adviser" means the Corporation's investment adviser which initially shall
be Fund Asset Management, Inc.

      "Affiliate" shall mean any Person, other than Merrill Lynch, Pierce,
Fenner & Smith Incorporated or its successors, known to the Auction Agent to be
controlled by, in control of, or under common control with, the Corporation.

      "Agent Member" means a member of the Securities Depository that will act
on behalf of an Existing Holder of one or more shares of AMPS or a Potential
Holder that is identified as such in such holder's Purchaser's Letter.

      "AMPS" means, as the case may be, the Auction Market Preferred Stock,
Series A; Auction Market Preferred Stock, Series B; Auction Market Preferred
Stock, Series C; Auction Market Preferred Stock, Series D; or Auction Market
Preferred Stock, Series E of the Corporation.

      "AMPS Basic Maintenance Amount," as of any Valuation Date, means the
dollar amount equal to (i) the sum of (A) the product of the number of shares of
AMPS of all series and Other AMPS Outstanding on such Valuation Date multiplied
by the sum of (a) $50,000 and (b) any applicable redemption premium attributable
to the designation of a Premium Call Period; (B) the aggregate amount of cash
dividends (whether or not earned or declared) that will have accumulated for
each share of AMPS and Other AMPS Outstanding, in each case (but not including)
the end of the current Dividend Period Date therefor that follows such Valuation
Date; (C)


                                       6
<PAGE>

the aggregate amount of cash dividends that would accumulate at the then current
Maximum Applicable Rate on any shares of AMPS and AMPS Outstanding
from the end of such Dividend Period through the 49th day after such
Valuation Date, multiplied by the larger of the potential dividend rate increase
factors (currently 304%) determined from time to time by Moody's and S&P (except
that if such Valuation Rate occurs during a Non-Payment Period, the cash
dividend for purposes of calculation would accumulate at the then current
Non-Payment Period Rate); (D) the amount of anticipated expenses of the
Corporation for the 90 days subsequent to such Valuation Date; (E) the amount of
the Corporation's Maximum Potential Additional Dividend Liability as of such
Valuation Date; and (F) any current liabilities as of such Valuation Date to the
extent not reflected in any of (i)(A) through (i)(E) (including, without
limitation, and immediately upon determination, any amounts due and payable by
the Corporation pursuant to repurchase agreements and any payables for Municipal
Bonds purchased as of such Valuation Date) less (ii) the sum of (A) the lesser
of (1) the aggregate of (a) the book value of receivables for Municipal Bonds
sold as of or prior to such Valuation Date if such receivables are due within
five business days of such Valuation Date, and if the trades which generated
such receivables are (x) settled through clearing house firms with respect to
which the Corporation has received prior written authorization from Moody's or
(y) with counterparties having a Moody's long-term debt rating of at least Baa3,
and (b) the Discounted Value Municipal Bonds sold as of or prior to such
Valuation Date which generated receivables calculated using the Moody's Discount
Factor applicable to such Municipal Bonds, if such receivables are due within
five business days of such Valuation Date but do not comply with either of
conditions (x) or (y) of the preceding clause (a) and (2) the Discounted Value
of such Municipal Bonds calculated using the higher of the S&P Discount Factor
and the Moody's


                                       7
<PAGE>

Discount Factor applicable to such Municipal Bonds and (B) the Discounted Value
of any of the Corporation's assets irrevocably deposited by the Corporation for
the payment of the amount needed to redeem shares of AMPS subject to redemption
or any of (i)(B) through (i)(F).

      "AMPS Basic Maintenance Cure Date," with respect to the failure by the
Corporation to satisfy the AMPS Basic Maintenance Amount (as required by
paragraph 7(a) of these Articles Supplementary) as of a given Valuation Date,
means the sixth Business Day following such Valuation Date.

      "AMPS Basic Maintenance Report" means a report signed by any of the
President, Treasurer, any Senior Vice President or any Vice President of the
Corporation which sets forth, as of the related Valuation Date, the assets of
the Corporation, the Market Value and the Discounted Value thereof (seriatim and
in aggregate), and the AMPS Basic Maintenance Amount.

      "Applicable Percentage" has the meaning set forth in paragraph 11(a)(vii)
of these Articles Supplementary.

      "Applicable Rate" means the rate per annum at which cash dividends are
payable on the AMPS or Other AMPS, as the case may be, for any Dividend Period.

      "Auction" means a periodic operation of the Auction Procedures.

      "Auction Agent" means IBJ Schroder Bank & Trust Company unless and until
another commercial bank, trust company or other financial institution appointed
by a resolution of the Board of Directors of the Corporation or a duly
authorized committee thereof enters into an agreement with the Corporation to
follow the Auction Procedures for the purpose of determining the Applicable Rate
and to act as transfer agent, registrar, dividend disbursing agent and
redemption agent for the AMPS and Other AMPS.


                                       8
<PAGE>

      "Auction Procedures" means the procedures for conducting Auctions set
forth in paragraph 11 of these Articles Supplementary.

      "Broker-Dealer" shall mean any broker-dealer, or other entity permitted by
law to perform the functions required of a Broker-Dealer in paragraph 11 of
these Articles Supplementary, that has been selected by the Corporation and has
entered into a Broker-Dealer Agreement with the Auction Agent that remains
effective.

      "Broker-Dealer Agreement" shall mean an agreement between the Auction
Agent and a Broker-Dealer pursuant to which such Broker-Dealer agrees to follow
the procedures specified in paragraph 11 of these Articles Supplementary.

      "Business Day" means a day on which the New York Stock Exchange, Inc. is
open for trading and which is not a Saturday, Sunday or other day on which banks
in The City of New York are authorized or obligated by law to close.

      "Charter" means the Articles of Incorporation, as amended and supplemented
(including these Articles Supplementary), of the Corporation on file in the
State Department of Assessments and Taxation of Maryland.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Commercial Paper Dealers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and such other commercial paper dealer or dealers as the
Corporation may from time to time appoint, or, in lieu of any thereof, their
respective affiliates or successors.

      "Common Stock" means the common stock, par value $.10 per share, of the
Corporation.

      "Corporation" means MuniYield Fund, Inc., a Maryland corporation.

      "Date of Original Issue" means, with respect to any share of AMPS or Other
AMPS, the date on which the Corporation originally issues such share.


                                       9
<PAGE>

      "Deposit Securities" means cash and Municipal Bonds rated at least AAA,
A-1+ or SP-1+ by S&P.

      "Discounted Value" means (i) with respect to an S&P Eligible Asset, the
quotient of the Market Value thereof divided by the applicable S&P Discount
Factor and (ii) with respect to a Moody's Eligible Asset, the lower of par and
the quotient of the Market Value thereof divided by the applicable Moody's
Discount Factor.

      "Dividend Coverage Amount," as of any Valuation Date, means (i) the
aggregate amount of cash dividends that will accumulate on all shares of
outstanding AMPS and Other AMPS, in each case to (but not including) the next
Dividend Payment Date therefor that follows such Valuation Date plus (ii) the
aggregate amount of all liabilities existing on such Valuation Date which are
payable on or prior to such next Dividend Payment Date less (iii) the combined
Market Value of Deposit Securities irrevocably deposited with the Auction Agent
for the payment of cash dividends on all shares of AMPS and Other AMPS.

      "Dividend Coverage Assets," as of any Valuation Date, means, in the case
of shares of AMPS and Other AMPS, Deposit Securities with maturity or tender
payment dates not later in each case than the Dividend Payment Date therefor
that follows such Valuation Date.

      "Dividend Payment Date," with respect to AMPS, has the meaning set forth
in paragraph 2(b)(i) of these Articles Supplementary and, with respect to Other
AMPS, has the equivalent meaning.

      "Dividend Period" means the Initial Dividend Period, any 7-day Dividend
Period, any 28-day Dividend Period and any Special Dividend Period.

      "Existing Holder" means a Person who has signed a Purchaser's Letter and
is listed as the holder of record of shares of AMPS in the Stock Books.


                                       10
<PAGE>

      "Forward Commitment" has the meaning set forth in paragraph 9(c) of these
Articles Supplementary.

      "Holder" means a Person identified as a holder of record of shares of AMPS
in the Stock Register.

      "Independent Accountant" means a nationally recognized accountant, or firm
of accountants, that is, with respect to the Corporation, an independent public
accountant or firm of independent public accountants under the Securities Act of
1933, as amended.

      "Initial Dividend Payment Date" means the Initial Dividend Payment Date as
determined by the Board of Directors of the Corporation with respect to each
Series of AMPS or Other AMPS, as the case may be.

      "Initial Dividend Period," with respect to each Series of AMPS, has the
meaning set forth in paragraph 2(c)(i) of these Articles Supplementary and, with
respect to Other AMPS, has the equivalent meaning.

      "Initial Dividend Rate," with respect to each series of AMPS, means the
rate per annum applicable to the Initial Dividend Period for such series of AMPS
and, with respect to other AMPS, has the equivalent meaning.

      "Initial Margin" means the amount of cash or securities deposited with a
broker as a margin payment at the time of purchase or sale of a futures
contract.

      "Interest Equivalent" means a yield on a 360-day basis of a discount basis
security which is equal to the yield on an equivalent interest-bearing security.

      "Long Term Dividend Period" means a Special Dividend Period consisting of
a specified period of whole years not greater than five years.


                                       11
<PAGE>

      "Mandatory Redemption Price" means $50,000 per share of AMPS plus an
amount equal to accumulated but unpaid dividends (whether or not earned or
declared) to the date fixed for redemption and excluding Additional Dividends.

      "Market Value" of any asset of the Corporation shall be the market value
thereof determined by the Pricing Service. Market Value of any asset shall
include any interest accrued thereon. The Pricing Service shall value portfolio
securities at the quoted bid prices or the mean between the quoted bid and asked
price or the yield equivalent when quotations are not readily available.
Securities for which quotations are not readily available shall be valued at
fair value as determined by the Pricing Service using methods which include
consideration of: yields or prices of municipal bonds of comparable quality,
type of issue, coupon, maturity and rating; indications as to value from
dealers; and general market conditions. The Pricing Service may employ
electronic data processing techniques and/or a matrix system to determine
valuations. In the event the Pricing Service is unable to value a security, the
security shall be valued at the lower of two dealer bids obtained by the
Corporation, at least one of which shall be in writing. Futures contracts and
options are valued at closing prices for such instruments established by the
exchange or board of trade on which they are traded, or if market quotations are
not readily available, are valued at fair value on a consistent basis using
methods determined in good faith by the Board of Directors.

      "Maximum Applicable Rate," with respect to AMPS, has the meaning set forth
in paragraph 11(a)(vii) of these Articles Supplementary and, with respect to
Other AMPS, has the equivalent meaning.

      "Maximum Potential Additional Dividend Liability," as of any Valuation
Date, means the aggregate amount of Additional Dividends that would be due if
the Corporation were to


                                       12
<PAGE>

make Retroactive Taxable Allocations, with respect to any fiscal year, estimated
based upon dividends paid and the amount of undistributed realized net capital
gains and other taxable income earned by the Corporation, as of the end of the
calendar month immediately preceding such Valuation Date and assuming such
Additional Dividends are fully taxable.

      "Minimum Liquidity Level" means, as of any Valuation Date, an aggregate
Market Value of the Corporation's Dividend Coverage Assets not less than the
Dividend Coverage Amount.

      "Moody's" means Moody's Investors Service, Inc. or its successors.

      "Moody's Discount Factor" means, for purposes of determining the
Discounted Value of any Municipal Bond which constitutes a Moody's Eligible
Asset, the percentage determined by reference to (a) the rating by Moody's or
S&P on such Bond and (b) the Moody's Exposure Period, in accordance with the
table set forth below:

<TABLE>
<CAPTION>
                                                                           Rating Category
                                                        -----------------------------------------------------
              Moody's Exposure Period                   Aaa*        Aa*          A*        Baa*       Other**
              -----------------------                   ----        ---          --        ----       -------
<S>                                                     <C>         <C>         <C>        <C>         <C>
7 weeks or less...................................      151%        159%        168%       202%        229%
8 weeks or less but greater than seven weeks......       154        164         173        205          235
9 weeks or less but greater than eight weeks......       158        169         179        209          242
</TABLE>

----------
*  Moody's rating.
** Municipal Bonds not rated by Moody's but rated BBB-, BBB or BBB+ S&P.

      Notwithstanding the foregoing, (i) the Moody's Discount Factor for
short-term Municipal Bonds will be 115%, so long as such Municipal Bonds are
rated at least MIG-1, VMIG-1 or P-1 by Moody's and mature or have a demand
feature at par exercisable in 30 days or less, or 125% if such Bonds are not
rated by Moody's but are rated A-1+ or SP-1+ or AA by S&P, and (ii) no Moody's
Discount Factor will be applied to cash or to Receivables for Municipal Bonds
Sold. "Receivables for Municipal Bonds Sold," for purposes of calculating
Moody's Eligible Assets as of any Valuation Date, means no more than the
aggregate of the following: (i) the book value of receivables for Municipal
Bonds sold as of or prior to such Valuation Date if such receivables


                                       13
<PAGE>

are due within five business days of such Valuation Date, and if the trades
which generated such receivables are (x) settled through clearing house firms
with respect to which the Corporation has received prior written authorization
from Moody's or (y) with counterparties having a Moody's long-term debt rating
of at least Baa3; and (ii) the Moody's Discounted Value of Municipal Bonds sold
as of or prior to such Valuation Date which generated receivables, if such
receivables are due within five business days of such Valuation Date but do not
comply with either of conditions (x) or (y) of the preceding clause (i).

      "Moody's Eligible Asset" means cash, Receivables for Municipal Bonds sold
(as defined for purposes of calculating Moody's Eligible Assets) or a Municipal
Bond that (i) pays interest in cash, (ii) is publicly rated Baa or higher by
Moody's or, if not rated by Moody's but rated by S&P, is rated at least BBB- by
S&P (provided that, for purposes of determining the Moody's Discount Factor
applicable to any such S&P-rated Municipal Bond, such Municipal Bond (excluding
any short-term Municipal Bond) will be deemed to have a Moody's rating which is
one full rating category lower than its S&P rating), (iii) does not have its
Moody's rating suspended by Moody's, and (iv) is part of an issue of Municipal
Bonds of at least $10,000,000. In addition, Municipal Bonds in the Corporation's
portfolio must be within the following diversification requirements in order to
be included within Moody's Eligible Assets:

                                                                   Maximum or
                              Minimum             Maximum          Territory
                            Issue Size           Underlying       Concentration
         Rating            ($ Millions)        Obligor (%)(1)        (%)(1)
         ------            ------------        --------------     -------------
Aaa..................           10                  100               100
Aa...................           10                   20                60
A....................           10                   10                40
Baa..................           10                    6                20
Other(2).............           10                    4                12


                                       14
<PAGE>

-------------
(1)   The referenced percentages represent maximum cumulative totals for the
      related rating category and each lower rating category.
(2)   Municipal Bonds not rated by Moody's but rated BBB-, BBB or BBB+ by S&P.

      For purposes of the maximum underlying obligor requirement described
above, any Municipal Bond backed by the guaranty, letter of credit or insurance
issued by a third party will be deemed to be issued by such third party if the
issuance of such third party credit is the sole determinant of the rating on
such Bond.

      Municipal Bonds subject to a repurchase agreement that obligates the
Corporation to repurchase such Municipal Bonds will constitute Moody's Eligible
Assets to the extent they satisfy Moody's current guidelines. Cash receivable by
the Corporation pursuant to a repurchase agreement that obligates a third party
to repurchase Municipal Bonds from the Corporation will only constitute Moody's
Eligible Assets if the long-term debt of such third party is rated at least A2
by Moody's and such agreement has a term of 30 days or less.

      Notwithstanding the foregoing, an asset will not be considered a Moody's
Eligible Asset if it is (i) held in a margin account, (ii) subject to any
material lien, mortgage, pledge, security interest or security agreement of any
kind,(iii) held for the purchase of a security pursuant to a Forward Commitment
or (iv) irrevocably deposited by the Corporation for the payment of dividends or
redemption.

      "Moody's Exposure Period" means a period that is the same length or longer
than the number of days used in calculating the cash dividend component of the
AMPS Basic Maintenance Amount and shall initially be the period commencing on a
given Valuation Date and ending 49 days thereafter.

      "Moody's Hedging Transaction" has the meaning set forth in paragraph 9(b)
of these Articles Supplementary.


                                       15
<PAGE>

      "Municipal Bonds" means "Municipal Bonds" as defined in the Corporation's
Registration Statement on Form N-2 (File No. 33-43264) on file with the
Securities and Exchange Commission, as such Registration Statement may be
amended from time to time.

      "Municipal Index" has the meaning set forth in paragraph 9(a) of these
Articles Supplementary.

      "1940 Act" means the Investment Company Act of 1940, as amended from time
to time.

      "1940 Act AMPS Asset Coverage" means asset coverage, as defined in section
18(h) of the 1940 Act, of at least 200% with respect to all outstanding senior
securities of the Corporation which are stock, including all outstanding shares
of AMPS and Other Amps (or such other asset coverage as may in the future be
specified in or under the 1940 Act as the minimum asset coverage for senior
securities which are stock of a closed-end investment company as a condition of
paying dividends on its common stock).

      "1940 Act Cure Date," with respect to the failure by the Corporation to
maintain the 1940 Act AMPS Asset Coverage (as required by paragraph 6 of these
Articles Supplementary) as of the last Business Day of each month, means the
last Business Day of the following month.

      "Non-Call Period" has the meaning set forth under the definition of
"Specific Redemption Provisions".

      "Non-Payment Period" means, with respect to each series of AMPS, any
period commencing on and including the day on which the Corporation shall fail
to (i) declare, prior to the close of business on the second Business Day
preceding any Dividend Payment Date, for payment on or (to the extent permitted
by paragraph 2(c)(i) of these Articles Supplementary) within three Business Days
after such Dividend Payment Date to the Holders as of 12:00 noon, New York City
time, on the Business Day preceding such Dividend Payment Date, the full


                                       16
<PAGE>

amount of any dividend on shares of AMPS payable on such Dividend Payment Date
or (ii) deposit, irrevocably in trust, in same-day funds, with the Auction Agent
by 12:00 noon, New York City time, (A) on such Dividend Payment Date the full
amount of any cash dividend on such shares payable (if declared) on such
Dividend Payment Date or (B) on any redemption date for any shares of AMPS
called for redemption, the Mandatory Redemption Price per share of such AMPS or,
in the case of an optional redemption, the Optional Redemption Price per share,
and ending on and including the Business Day on which, by 12:00 noon, New York
City time, all unpaid cash dividends and unpaid redemption prices shall have
been so deposited or shall have otherwise been made available to Holders in
same-day funds; provided that, a Non-Payment Period shall not end unless the
Corporation shall have given at least five days' but no more than 30 days'
written notice of such deposit or availability to the Auction Agent, all
Existing Holders (at their addresses appearing in the Stock Books) and the
Securities Depository. Notwithstanding the foregoing, the failure by the
Corporation to deposit funds as provided for by clauses (ii)(A) or (ii)(B) above
within three Business Days after any Dividend Payment Date or redemption date,
as the case may be, in each case to the extent contemplated by paragraph 2(c)(i)
of these Articles Supplementary, shall not constitute a "Non-Payment Period."

      "Non-Payment Period Rate" means, initially, 200% of the applicable
Reference Rate (or 275% of such rate if the Corporation has provided
notification to the Auction Agent prior to the Auction establishing the
Applicable Rate for any dividend pursuant to paragraph 2(f) hereof that net
capital gains or other taxable income will be included in such dividend on
shares of AMPS), provided that the Board of Directors of the Corporation shall
have the authority to adjust, modify, alter or change from time to time the
initial Non-Payment Period Rate if the Board of Directors of the Corporation
determines and Moody's and S&P (and any Substitute Rating


                                       17
<PAGE>

Agency in lieu of Moody's or S&P in the event either of such parties shall not
rate the AMPS) advise the Corporation in writing that such adjustment,
modification, alteration or change will not adversely affect their then-current
ratings on the AMPS.

      "Normal Dividend Payment Date" has the meaning set forth in paragraph
2(b)(1) of these Articles Supplementary.

      "Notice of Redemption" means any notice with respect to the redemption of
shares of AMPS pursuant to paragraph 4 of these Articles Supplementary.

      "Notice of Revocation" has the meaning set forth in paragraph 2(c)(iii) of
these Articles Supplementary.

      "Notice of Special Dividend Period" has the meaning set forth in paragraph
2(c)(iii) of these Articles Supplementary.

      "Optional Redemption Price" shall mean $50,000 per share plus an amount
equal to accumulated but unpaid dividends (whether or not earned or declared) to
the date fixed for redemption and excluding Additional Dividends plus any
applicable redemption premium attributable to the designation of a Premium Call
Period.

      "Other AMPS" means the auction rate preferred stock of the Corporation,
other than the AMPS.

      "Outstanding" means, as of any date (i) with respect to AMPS, shares of
AMPS theretofore issued by the Corporation except, without duplication, (A) any
shares of AMPS theretofore cancelled or delivered to the Auction Agent for
cancellation, or redeemed by the Corporation, or as to which a Notice of
Redemption shall have been given and moneys shall have been deposited in trust
by the Corporation pursuant to paragraph 4(c) and (B) any shares of AMPS as to
which the Corporation or any Affiliate thereof shall be an Existing Holder,
provided


                                       18
<PAGE>

that shares of AMPS held by an Affiliate shall be deemed outstanding for
purposes of calculating the AMPS Basic Maintenance Amount and (ii) with respect
to shares of other Preferred Stock, has the equivalent meaning.

      "Parity Stock" means the AMPS and each other outstanding series of
Preferred Stock the holders of which, together with the holders of the AMPS,
shall be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in proportion to the
full respective preferential amounts to which they are entitled, without
preference or priority one over the other.

      "Person" shall mean and include an individual, a partnership, a
corporation, a trust, an unincorporated association, a joint venture or other
entity or a government or any agency or political subdivision thereof.

      "Potential Holder" shall mean any Person, including any Existing Holder,
(A) who shall have executed a Purchaser's Letter and (B) who may be interested
in acquiring shares of AMPS (or, in the case of an Existing Holder, additional
shares of AMPS).

      "Preferred Stock" means the preferred stock of the Corporation, and
includes AMPS and Other AMPS.

      "Premium Call Period" has the meaning set forth under the definition of
"Specific Redemption Provisions".

      "Pricing Services" shall mean J.J. Kenney or any pricing service
designated by the Board of Directors of the Corporation provided the Corporation
obtains written assurance from S&P and Moody's that such designation will not
impair the rating then assigned by S&P and Moody's to the AMPS.


                                       19
<PAGE>

      "Purchaser's Letter" means a letter addressed to the Corporation, the
Auction Agent and a Broker-Dealer in which a Person agrees, among other things,
to offer to purchase, purchase, offer to sell and/or sell shares of AMPS as set
forth in paragraph 11 of these Articles Supplementary.

      "Quarterly Valuation Date" means the last Business Day of each fiscal
quarter of the Corporation in each fiscal year of the Corporation, commencing
January 31, 1992.

      "Receivables for Municipal Bonds Sold" has the meaning set forth under the
definition of S&P Discount Factor.

      "Reference Rate" means: (i) with respect to a Dividend Period or a Short
Term Dividend Period having fewer than 183 days, the applicable "AA" Composite
Commercial Paper Rate, (ii) with respect to any Short Term Dividend Period
having 183 or more but fewer than 364 days, the applicable U.S. Treasury Bill
Rate and (iii) with respect to any Long Term Dividend Period, the applicable
U.S. Treasury Note Rate.

      "Request for Special Dividend Period" has the meaning set forth in
paragraph 2(c)(iii) of these Articles Supplementary.

      "Response" has the meaning set forth in paragraph 2(c)(iii) of these
Articles Supplementary.

      "Retroactive Taxable Allocation" has the meaning set forth in paragraph
2(e) of these Articles Supplementary.

      "Right," with respect to AMPS, has the meaning set forth in paragraph 2(e)
of these Articles Supplementary and, with respect to Other AMPS, has the
equivalent meaning.

      "S&P" means Standard & Poor's Corporation or its successors.


                                       20
<PAGE>

      "S&P Discount Factor" means, for purposes of determining the Discounted
Value of any Municipal Bond which constitutes an S&P Eligible Asset, the
percentage determined by reference to (a) the rating by S&P or Moody's on such
Bond and (b) the S&P Exposure Period, in accordance with the tables set forth
below:

                                             Rating Category
                                -----------------------------------------------
S&P Exposure Period             AAA*          AA*            A*            BBB*
-------------------             ----          ---            --            ----
 40 Business Days               190%          195%          210%           250%
 22 Business Days               170           175           190            230
 10 Business Days               155           160           175            215
  7 Business Days               150           155           170            210
  3 Business Days               130           135           150            190

----------
* S&P rating.

      Notwithstanding the foregoing, (i) the S&P Discount Factor for short-term
Municipal Bonds will be 115%, so long as such Municipal Bonds are rated A-1+ or
SP-1+ by S&P and mature or have a demand feature exercisable in 30 days or less,
or 125% if such Municipal Bonds are not rated by S&P but are rated VMIG-1, P-1
or MIG-1 by Moody's; provided, however, that if such short-term Municipal Bonds
are backed by any letter of credit, liquidity facility or guarantee from a bank
or other financial institution, such bank or institution must have a short-term
rating of at least A-1+ from S&P; and further provided that such short-term
Municipal Bonds rated by Moody's but not rated by S&P may comprise no more than
50% of short-term Municipal Bonds that qualify as S&P Eligible Assets and (ii)
no S&P Discount Factor will be applied to cash or to Receivables for Municipal
Bonds Sold. "Receivables for Municipal Bonds Sold," for purposes of calculating
S&P's Eligible Assets as of any Valuation Date, means the book value of
receivables for Municipal Bonds Sold as of or prior to such Valuation Date if
such receivables are due within five business days of such Valuation Date.


                                       21
<PAGE>

      "S&P Eligible Asset" means cash, Receivables for Municipal Bonds Sold (as
defined for purposes of calculating S&P Eligible Assets) or a Municipal Bond
that (i) is issued by any of the 50 states, the territories and their
subdivisions, counties, cities, towns, villages, and school districts, agencies,
such as authorities and special districts created by the states, and certain
federally sponsored agencies such as local housing authorities (payments made on
these bonds are exempt from regular federal income taxes and are generally
exempt from state and local taxes in the state of issuance), (ii) is interest
bearing and pays interest at least semi-annually; (iii) is payable with respect
to principal and interest in United States Dollars; (iv) is publicly rated BBB
or higher by S&P or, if not rated by S&P but rated by Moody's, is rated at least
A by Moody's (provided that such Moody's-rated Municipal Bonds will be included
in S&P Eligible Assets only to the extent the Market Value of such Municipal
Bonds does not exceed 50% of the aggregate Market Value of the S&P Eligible
Assets; and further provided that, for purposes of determining the S&P Discount
Factor applicable to any such Moody's-rated Municipal Bond, such Municipal Bond
will be deemed to have an S&P rating which is one full rating category lower
than its Moody's rating); (v) is not subject to a covered to call or covered put
option written by the Corporation; (vi) is not part of a private placement of
Municipal Bonds; and (vii) is part of an issue of Municipal Bonds with an
original issue size of at least $20 million or, if of an issue with an original
issue size below $20 million (but in no event below $10 million), is issued by
an issuer with a total of at least $50 million of securities outstanding.
Notwithstanding the foregoing:

            (1) Municipal Bonds of any one issuer or guarantor (excluding bond
      insurers) will be considered S&P Eligible Assets only to the extent the
      Market Value of such Municipal Bonds does not exceed 10% of the Aggregate
      Market Value of the S&P


                                       22
<PAGE>

      Eligible Assets, provided that 2% is added to the applicable S&P Discount
      Factor for every 1% by which the Market Value of such Municipal Bonds
      exceeds 5% of the aggregate Market Value of the S&P Eligible Assets;

            (2) Municipal Bonds guaranteed or insured by any one bond insurer
      will be considered S&P Eligible Assets only to the extent the fair market
      value of such Municipal Bonds does not exceed 25% of the aggregate Market
      Value of the S&P Eligible Assets; and

            (3) Municipal Bonds issued by issuers in any one state or territory
      will be considered S&P Eligible Assets only to the extent the Market Value
      of such Municipal Bonds does not exceed 20% of the aggregate Market Value
      of S&P Eligible Assets.

      "S&P Exposure Period" means the maximum period of time following a
Valuation Date, including the Valuation Date and the AMPS Basic Maintenance Cure
Date, that the Corporation has under these Articles Supplementary to cure any
failure to maintain, as of such Valuation Date, the Discounted Value for its
portfolio at least equal to the AMPS Basic Maintenance Amount (as described in
paragraph 7(a) of these Articles Supplementary).

      "S&P Hedging Transactions" has the meaning set forth in paragraph 9(a) of
these Articles Supplementary.

      "Securities Depository" means The Depository Trust Company or any
successor company or other entities elected by the Corporation as securities
depository for the shares of AMPS that agrees to follow the procedures required
to be followed by such securities depository in connection with the shares of
AMPS.

      "Service" means the United States Internal Revenue Service.


                                       23
<PAGE>

      "7-Day Dividend Period" means, with respect to Series E AMPS, a Dividend
Period consisting of seven days.

      "Short Term Dividend Period" means a Dividend Period consisting of a
specified number of days (other than 28 in the case of Series A AMPS, Series B
AMPS, Series C AMPS and Series D AMPS and other than seven in the case of Series
E AMPS), evenly divisible by seven and not fewer than seven or more than 364.

      "Special Dividend Period" means a Dividend Period consisting of (i) a
specified number of days (other than 28 in the case of Series A AMPS, Series B
AMPS, Series C AMPS and Series D AMPS and other than seven in the case of Series
E AMPS), evenly divisible by seven, and not fewer than seven nor more than 364
or (ii) a specified number of whole years not greater than five years (in each
case subject to adjustment as provided in paragraph 2 (b) (i)).

      "Specific Redemption Provisions" means, with respect to a Special Dividend
Period either, or any combination of, (i) a period (a "Non-Call Period")
determined by the Board of Director of the Corporation, after consultation with
the Auction Agent and the Broker-Dealers, during which the shares of AMPS
subject to such Dividend Period shall not be subject to redemption at the option
of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a
number of whole years and determined by the Board of Directors of the
Corporation, after consultation with the Auction Agent and the Broker-Dealers,
during each year of which the shares of AMPS subject to such Dividend Period
shall be redeemable at the Corporation's option at a price per share equal to
$50,000 plus accumulated but unpaid dividends plus a premium expressed as a
percentage of $50,000, as determined by the Board of Directors of the
Corporation after consultation with the Auction Agent and the Broker-Dealers.


                                       24
<PAGE>

      "Stock Books" means the books maintained by the Auction Agent setting
forth at all times a current list, as determined by the Auction Agent, of
Existing Holders of the AMPS.

      "Stock Register" means the register of Holders maintained on behalf of the
Corporation by the Auction Agent in its capacity as transfer agent and registrar
for the AMPS.

      "Subsequent Dividend Period," with respect to AMPS, has the meaning set
forth in paragraph 2(c)(i) of these Articles Supplementary and, with respect to
Other AMPS, has the equivalent meaning.

      "Substitute Commercial Paper Dealers" means such Substitute Commercial
Paper Dealer or Dealers as the Corporation may from time to time appoint or, in
lieu of any thereof, their respective affiliates or successors.

      "Substitute Rating Agency" and "Substitute Rating Agencies" mean a
nationally recognized statistical rating organization or two nationally
recognized statistical rating organizations, respectively, selected by Merrill
Lynch, Pierce, Fenner & Smith Incorporated or its affiliates and successors,
after consultation with the Corporation, to act as the substitute rating agency
or substitute rating agencies, as the case may be, to determine the credit
ratings of the shares of AMPS.

      "Treasury Bonds" shall have the meaning set forth in paragraph 9(a) of
these Articles Supplementary.

      "28-day Dividend Period" means with respect to Series A AMPS, Series B
AMPS, Series C AMPS and Series D AMPS a Dividend Period consisting of 28 days.

      "U.S. Treasury Bill Rate" on any date means (i) the Interest Equivalent of
the rate on the actively traded Treasury Bill with a maturity most nearly
comparable to the length of the related Dividend Period, as such rate is made
available on a discount basis or otherwise by the Federal


                                       25
<PAGE>

Reserve Bank of New York in its Composite 3:30 P.M. Quotations for U.S.
Government Securities report for such Business Day, or (ii) if such yield as so
calculated is not available, the Alternate Treasury Bill Rate on such date.
"Alternate Treasury Bill Rate" on any date means the Interest Equivalent of the
yield as calculated by reference to the arithmetic average of the bid price
quotations of the actively traded Treasury Bill with a maturity most nearly
comparable to the length of the related Dividend Period, as determined by bid
price quotations as of any time on the Business Day immediately preceding such
date, obtained from at least three recognized primary U.S. Government securities
dealers selected by the Auction Agent.

      "U.S. Treasury Note Rate" on any date means (i) the yield as calculated by
reference to the bid price quotation of the actively traded, current coupon
Treasury Note with a maturity most nearly comparable to the length of the
related Dividend Period, as such bid price quotation is published on the
Business Day immediately preceding such date by the Federal Reserve Bank of New
York in its Composite 3:30 P.M. Quotations for U.S. Government Securities report
for such Business Day, or (ii) if such yield as so calculated is not available,
the Alternate Treasury Note Rate on such date. "Alternate Treasury Note Rate" on
any date means the yield as calculated by reference to the arithmetic average of
the bid price quotations of the actively traded, current coupon Treasury Note
with a maturity most nearly comparable to the length of the related Dividend
Period, as determined by the bid-price quotations as of any time on the Business
Day immediately preceding such date, obtained from at least three recognized
primary U.S. Government securities dealers selected by the Auction Agent.

      "Valuation Date" means, for purposes of determining whether the
Corporation is maintaining the AMPS Basic Maintenance Amount and the Minimum
Liquidity Level, each Business Day commencing with the Date of Original Issue.


                                       26
<PAGE>

      "Variation Margin" means, in connection with an outstanding futures
contract owned or sold by the Corporation, the amount of cash or securities paid
to or received from a broker (subsequent to the Initial Margin payment) from
time to time as the price of such futures contract fluctuates.

      (b) The foregoing definitions of Accountants Confirmation, AMPS Basic
Maintenance Amount, AMPS Basic Maintenance Cure Date, AMPS Basic Maintenance
Report, Deposit Securities, Discounted Value, Dividend Coverage Amount, Dividend
Coverage Assets, Independent Accountants, Initial Margin, Market Value, Minimum
Liquidity Level, Moody's Discount Factor, Moody's Eligible Asset, Moody's
Exposure Period, Moody's Hedging Transactions, S&P Discount Factor, S&P Eligible
Asset, S&P Exposure Period, S&P Hedging Transactions, Valuation Date and
Variation Margin have been determined by the Board of Directors of the
Corporation in order to obtain a "aaa" rating from Moody's and a AAA rating from
S&P on the AMPS on their Date of Original Issue; and the Board of Directors of
the Corporation shall have the authority to adjust, modify, alter or change from
time to time the foregoing definitions and the restrictions and guidelines set
forth thereunder if Moody's and S&P or any Substitute Rating Agency advises the
Corporation in writing that such adjustment, modification, alteration or change
will not adversely affect their then-current ratings on the AMPS.

      2. Dividends. (a) The Holders shall be entitled to receive, when, as and
if declared by the Board of Directors of the Corporation, out of funds legally
available therefor, cumulative dividends each consisting of (i) cash at the
Applicable Rate and (ii) a Right to receive cash as set forth in paragraph 2(e)
below, and no more, payable on the respective dates set forth below. Dividends
on the shares of AMPS so declared and payable shall be paid (i) in preference to
and


                                       27
<PAGE>

in priority over any dividends declared and payable on the Common Stock, and
(ii) to the extent permitted under the Code and to the extent available, out of
net tax-exempt income earned on the Corporation's investments. To the extent
permitted under the Code, dividends on shares of AMPS will be designated as
exempt-interest dividends. For the purposes of this section, the term "net
tax-exempt income" shall exclude capital gains of the Corporation.

      (b) (i) Cash dividends on shares of AMPS shall accumulate from the Date of
Original Issue and shall be payable, when, as and if declared by the Board of
Directors commencing on the Initial Dividend Payment Date with respect to each
series of AMPS. Following the initial Dividend Payment Date for each series of
AMPS, dividends on such series of AMPS will be payable, at the option of the
Corporation, either (i) with respect to any 7-day Dividend Period, any 28-day
Dividend Period and any Short Term Dividend Period of 91 or fewer days on the
day next succeeding the last day thereof, (ii) with respect to any Short Term
Dividend Period of more than 91 and fewer than 365 days, on the 92nd day
thereof, the 183rd day thereof, if any, the 274th day thereof, if any, and on
the day next succeeding the last day thereof and (iii) with respect to any Long
Term Dividend Period, quarterly on the first day of each January, April, July
and October during such Long Term Dividend Period and on the day next succeeding
the last day thereof (each such date referred to in clause (i), (ii) or (iii)
being herein referred to as a "Normal Dividend Payment Date"), except that (i)
if such Normal Dividend Payment Date is not a Business Day, then the Dividend
Payment Date shall be the next succeeding date if both such dates following the
Normal Dividend Payment Date are Business Days, or (ii) if the date following
such Normal Dividend Payment Date is not a Business Day, then the Dividend
Payment Date will be the date next preceding such Normal Dividend Payment Date
if both such date and such Normal Dividend Payment Date are Business Days or
(iii) if


                                       28
<PAGE>

such Normal Dividend Payment Date and either the preceding date or the
succeeding date are not Business Days, then the Dividend Payment Date shall be
the first Business Day next preceding such Normal Dividend Payment Date that is
next succeeded by a Business Day. Although any particular Dividend Payment Date
may not occur on the originally scheduled date because of the exceptions
discussed above, the next succeeding Dividend Payment Date, subject to such
exceptions, will occur on the next following originally scheduled date. If for
any reason a Dividend Payment Date cannot be fixed as described above, then the
Board of Directors shall fix the Dividend Payment Date. The Initial Dividend
Period, 7-day Dividend Periods, 28-day Dividend Periods and Special Dividend
Periods are hereinafter sometimes referred to as Dividend Periods. Each dividend
payment date determined as provided above is hereinafter referred to as a
"Dividend Payment Date."

      (ii) Each dividend shall be paid to the Holders as they appear in the
Stock Register as of 12:00 noon, New York City time, on the Business Day
preceding the Dividend Payment Date. Dividends in arrears for any past Dividend
Period may be declared and paid at any time, without reference to any regular
Dividend Payment Date, to the Holders as they appear on the Stock Register on a
date, not exceeding 15 days prior to the payment date therefor, as may be fixed
by the Board of Directors of the Corporation.

      (c) (i) During the period from and including the Date of Original Issue to
but excluding the Initial Dividend Payment Date (the "Initial Dividend Period"),
the Applicable Rate shall be the Initial Dividend Rate. Commencing on the
Initial Dividend Payment Date, the Applicable Rate for each subsequent dividend
period (hereinafter referred to as a "Subsequent Dividend Period"), which
Subsequent Dividend Period shall commence on and include a Dividend Payment Date
and shall end on and include the calendar day prior to the next Dividend


                                       29
<PAGE>

Payment Date, shall be equal to the rate per annum that results from
implementation of the Auction Procedures.

      The Applicable Dividend Rate for each Dividend Period commencing during a
Non-Payment Period shall be equal to the Non-Payment Period Rate; and each
Dividend Period, commencing after the first day of, and during, a Non-Payment
Period shall be a 28-day Dividend Period in the case of Series A AMPS, Series B
AMPS, Series C AMPS and Series D AMPS and a 7-day Dividend Period in the case of
Series E AMPS, provided that if the preceding Dividend Period for Series A AMPS,
Series B AMPS, Series C AMPS or Series D AMPS is a Special Dividend Period of
less than 28 days, the Dividend Period commencing during a Non-Payment Period
will be the same length as such preceding Dividend Period. Except in the case of
the willful failure of the Corporation to pay a Dividend on a Dividend Payment
Date or to redeem any shares of AMPS on the date set for such redemption, any
amount of any dividend due on any Dividend Payment Date (if, prior to the close
of business on the second Business Day preceding such Dividend Payment Date, the
Corporation has declared such dividend payable on such Dividend Payment Date to
the Holders of such shares of AMPS as of 12:00 noon, New York City time, on the
Business Day preceding such Dividend Payment Date) or redemption price with
respect to any shares of AMPS not paid to such Holders when due may be paid to
such Holders in the same form of funds by 12:00 noon, New York City time, on any
of the first three Business Days after such Dividend Payment Date or due date,
as the case may be, provided that, such amount is accompanied by a late charge
calculated for such period of non-payment at the Non-Payment Period Rate applied
to the amount of such non-payment based on the actual number of days comprising
such period divided by 365. In the case of a willful failure of the Corporation
to pay a dividend on a Dividend Payment Date or to redeem any shares of AMPS on


                                       30
<PAGE>

the date set for such redemption, the preceding sentence shall not apply and the
Applicable Dividend Rate for the Dividend Period commencing during the
Non-Payment Period resulting from such failure shall be the Non-Payment Period
Rate. For the purposes of the foregoing, payment to a person in same-day funds
on any Business Day at any time shall be considered equivalent to payment to
such person in New York Clearing House (next-day) funds at the same time on the
preceding Business Day, and any payment made after 12:00 noon, New York City
time, on any Business Day shall be considered to have been made instead in the
same form of funds and to the same person before 12:00 noon, New York City time,
on the next Business Day.

      (ii) The amount of cash dividends per share of AMPS payable (if declared)
on each Dividend Payment Date of each 7-day Dividend Period, 28-day Dividend
Period and Short Term Dividend Period shall be computed by multiplying the
Applicable Rate for such Dividend Period by a fraction, the numerator of which
will be the number of days in such Dividend Period such share was outstanding
and the denominator of which will be 365, multiplying the amount so obtained by
$50,000, and rounding the amount so obtained to the nearest cent. During any
Long Term Dividend Period, the amount of dividends per share payable on any
Dividend Payment Date shall be computed on the basis of a year consisting of
twelve 30-day months.

      (iii) With respect to each Dividend Period that is a Special Dividend
Period, the Corporation may, at its sole option and to the extent permitted by
law, by telephonic and written notice (a "Request for Special Dividend Period")
to the Auction Agent and to each Broker-Dealer, request that the next succeeding
Dividend Period for a series of AMPS be a number of days (other than 28 in the
case of Series A AMPS, Series B AMPS, Series C AMPS and Series D AMPS and other
than seven in the case of Series E AMPS) evenly divisible by seven, and not
fewer than seven or more than 364 in the case of a Short Term Dividend Period or


                                       31
<PAGE>

a number of whole years not greater than five years in the case of a Long Term
Dividend Period, specified in such notice, provided that for any Auction
occurring after the initial Auction, the Corporation may not give a Request for
Special Dividend Period (and any such request shall be null and void) unless the
Corporation has received written confirmation from S&P that such action would
not impair the ratings then assigned to the AMPS by S&P and unless Sufficient
Clearing Bids were made in the last occurring Auction and unless full cumulative
dividends, any amounts due with respect to redemptions, and any Additional
Dividends payable prior to such date have been paid in full. Such Request for
Special Dividend Period, in the case of a Short Term Dividend Period, shall be
given on or prior to the fourth day but not more than seven days prior to an
Auction Date for a series of AMPS and, in the case of a Long Term Dividend
Period, shall be given on or prior to the 14th day but not more than 28 days
prior to an Auction Date for the AMPS. Upon receiving such Request for Special
Dividend Period, the Broker-Dealer(s) shall jointly determine whether, given the
factors set forth below, it is advisable that the Corporation issue a Notice of
Special Dividend Period for the series of AMPS as contemplated by such Request
for Special Dividend Period and the Optional Redemption Price of the AMPS during
such Special Dividend Period and the Specific Redemption Provisions and shall
give the Corporation and the Auction Agent written notice (a "Response") of such
determination by no later than the third day prior to such Auction Date. In
making such determination the Broker-Dealer(s) will consider (1) existing
short-term and long-term market rates and indices of such short-term and
long-term rates, (2) existing market supply and demand for short-term and
long-term securities, (3) existing yield curves for short-term and long-term
securities comparable to the AMPS, (4) industry and financial conditions which
may affect the AMPS, (5) the investment objective of the Corporation, and (6)
the Dividend Periods and dividend rates at


                                       32
<PAGE>

which current and potential beneficial holders of the AMPS would remain or
become beneficial holders. If the Broker-Dealer(s) shall not give the
Corporation and the Auction Agent a Response by such third day or if the
Response states that given the factors set forth above it is not advisable that
the Corporation give a Notice of Special Dividend Period for the series of AMPS,
the Corporation may not give a Notice of Special Dividend Period in respect of
such Request for Special Dividend Period. In the event the Response indicates
that it is advisable that the corporation give a Notice of Special Dividend
Period for the series of AMPS, the Corporation may by no later than the second
day prior to such Auction Date give a notice (a "Notice of Special Dividend
Period") to the Auction Agent, the Securities Depository and each Broker-Dealer
which notice will specify (i) the duration of the Special Dividend Period, (ii)
the Optional Redemption Price as specified in the related Response and (iii) the
Specific Redemption Provisions, if any, as specified in the related Response.
The Corporation shall not give a Notice of Special Dividend Period and, if the
Corporation has given a Notice of Special Dividend Period, the Corporation is
required to give telephonic and written notice (a "Notice of Revocation") to the
Auction Agent, each Broker-Dealer, and the Securities Depository on or prior to
the Business Day prior to the relevant Auction Date if (x) either the 1940 Act
AMPS Coverage is not satisfied or the Corporation shall fail to maintain S&P
Eligible Assets and Moody's Eligible Assets each with an aggregate Discounted
Value at least equal to the AMPS Basic Maintenance Amount, in each case on each
of the two Valuation Dates immediately preceding the Business Day prior to the
relevant Auction Date on an actual basis and on a pro forma basis giving effect
to the proposed Special Dividend Period (using as a pro forma dividend rate with
respect to such Special Dividend Period the dividend rate which the
Broker-Dealers shall advise the Corporation is an approximately equal rate for
securities similar to the AMPS


                                       33
<PAGE>

with an equal dividend period), provided that, in calculating the aggregate
Discounted Value of Moody's Eligible Assets for this purpose, the Moody's
Collateral Period shall be deemed to be one week longer, (y) sufficient funds
for the payment of dividends payable on the immediately succeeding Dividend
Payment Date have not been irrevocably deposited with the Auction Agent by the
close of business on the third Business Day preceding the related Auction Date
or (z) the Broker-Dealers) jointly advise the Corporation that after
consideration of the factors listed above they have concluded that it is
advisable to give a Notice of Revocation. If the Corporation is prohibited from
giving a Notice of Special Dividend Period as a result of any of the factors
enumerated in clause (x), (y) or (z) of the prior sentence or if the Corporation
gives a Notice of Revocation with respect to a Notice of Special Dividend Period
for any series of AMPS, the next succeeding Dividend Period for that series will
be a 28-day Dividend Period in the case of Series A AMPS, Series B AMPS, Series
C AMPS and Series D AMPS, and a 7-day Dividend Period in the case of Series E
AMPS, provided that if the then current Dividend Period for Series A AMPS,
Series B AMPS, Series C AMPS or Series D AMPS is a Special Dividend Period of
less than 28 days, the next succeeding Dividend Period for such series of AMPS
will be the same length as such current Dividend Period. In addition, in the
event Sufficient Clearing Bids are not made in the applicable Auction or such
Auction is not held for any reason, such next succeeding Dividend Period will be
a 28-day Dividend Period (in the case of Series A AMPS, Series B AMPS, Series C
AMPS and Series D AMPS) or a 7-day Dividend Period (in the case of Series E
AMPS) and the Corporation may not again give a Notice of Special Dividend Period
for the AMPS (and any such attempted notice shall be null and void) until
Sufficient Clearing Bids have been made in an Auction with respect to a 28-day
Dividend Period (in the case of Series A


                                       34
<PAGE>

AMPS, Series B AMPS, Series C AMPS and Series D AMPS) or a 7-day Dividend Period
(in the case of Series E AMPS).

      (d) (i) Holders shall not be entitled to any dividends, whether payable in
cash, property or stock, in excess of full cumulative dividends and applicable
late charge, as herein provided, on the shares of AMPS (except for Additional
Dividends as provided in paragraph 2(e) hereof). Except for the late charge
payable pursuant to paragraph 2(c)(i) hereof, no interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment on the
shares of AMPS that may be in arrears.

      (ii) For so long as any share of AMPS is Outstanding, the Corporation
shall not declare, pay or set apart for payment any dividend or other
distribution (other than a dividend or distribution paid in shares of, or
options, warrants or rights to subscribe for or purchase, Common Stock or other
stock, if any, ranking junior to the shares of AMPS as to dividends or upon
liquidation) in respect of the Common Stock or any other stock of the
Corporation ranking junior to or on a parity with the shares of AMPS as to
dividends or upon liquidation, or call for redemption, redeem, purchase or
otherwise acquire for consideration any shares of the Common Stock or any other
such junior stock (except by conversion into or exchange for stock of the
Corporation ranking junior to the shares of AMPS as to dividends and upon
liquidation) or any other such Parity Stock (except by conversion into or
exchange for stock of the Corporation ranking junior to or on a parity with the
shares of AMPS as to dividends and upon liquidation), unless (A) immediately
after such transaction, the Corporation shall have S&P Eligible Assets and
Moody's Eligible Assets each with an aggregate Discounted Value equal to or
greater than the AMPS Basic Maintenance Amount and the Corporation shall
maintain the 1940 Act AMPS Asset Coverage, (B) full cumulative dividends on
shares of AMPS and shares of Other AMPS


                                       35
<PAGE>

due on or prior to the date of the transaction have been declared and paid or
shall have been declared and sufficient funds for the payment thereof deposited
with the Auction Agent, (C) any additional Dividend required to be paid under
paragraph 2(e) below on or before the date of such declaration or payment has
been paid and (D) the Corporation has redeemed-the full number of shares of AMPS
required to be redeemed by any provision for mandatory redemption contained
herein.

      (e) Each dividend shall consist of (i) cash at the Applicable Dividend
Rate and (ii) an uncertificated right (a "Right") to receive an Additional
Dividend (as defined below). Each Right shall thereafter be independent of the
Share or Shares of AMPS on which the dividend was paid. The Corporation shall
cause to be maintained a record of each Right received by the respective
Holders. A Right may not be transferred other than by operation of law. If the
Corporation retroactively allocates any net capital gains or other taxable
income to shares of AMPS without having given advance notice thereof to the
Auction Agent as described in paragraph 2(f) hereof solely by reason of the fact
that such allocation is made as a result of the redemption of all or a portion
of the outstanding shares of AMPS or the liquidation of the Corporation (the
amount of such allocation referred to herein as a "Retroactive Taxable
Allocation"), the corporation will, within 90 days (and generally within 60
days) after the end of the Corporation's fiscal year for which a Retroactive
Taxable Allocation is made, provide notice thereof to the Auction Agent and to
each holder of a Right applicable to such shares of AMPS (initially Cede & Co.
as nominee of the Depository Trust Company) during such fiscal year at such
holder's address as the same appears or last appeared on the stock books of the
corporation. The corporation will, within 30 days after such notice is given to
the Auction Agent, pay to the Auction Agent (who will then distribute to such
holders of Rights), out of funds legally available


                                       36
<PAGE>

therefor, an amount equal to the aggregate Additional Dividend with respect to
all Retroactive Taxable Allocations made to such holders during the fiscal year
in question.

      An "Additional Dividend" means payment to a present or former holder of
shares of Amps of an amount which, when taken together with the aggregate amount
of Retroactive Taxable Allocations made to such holder with respect to the
fiscal year in question, would cause such holder's dividends in dollars from the
aggregate of both the Retroactive Taxable Allocations and the Additional
Dividend to be equal to the dollar amount of the dividends which would have been
received by such holder if the amount of the aggregate Retroactive Taxable
Allocations would have been excludable from the gross income of such holder.
Such Additional Dividend shall be calculated (i) without consideration being
given to the time value of money; (ii) assuming that no holder of shares of AMPS
is subject to the Federal alternative minimum tax with respect to dividends
received from the Corporation; and (iii) assuming that each Retroactive Taxable
Allocation would be taxable in the hands of each holder of shares of AMPS at the
maximum marginal regular Federal income tax rate applicable to individuals or
corporations, whichever is greater, in effect during the-fiscal year in
question.

      (f) Whenever the Corporation intends to include any net capital gains or
other taxable income in any dividend on shares of AMPS, the Corporation will
notify the Auction Agent of the amount to be so included at least five Business
Days prior to the Auction Date on which the Applicable Rate for such dividend is
to be established.

      (g) No fractional shares of AMPS shall be issued.

      3. Liquidation Rights. Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the Holders shall be entitled
to receive, out of the assets of the Corporation available for distribution to
shareholders, before any distribution or


                                       37
<PAGE>

payment is made upon any Common Stock or any other capital stock ranking junior
in right of payment upon liquidation to the AMPS, the sum of $50,000 per share
plus accumulated but unpaid dividends (whether or not earned or declared)
thereon to date of distribution, and after such payment the holders of AMPS will
be entitled to no other payments other than Additional Dividends as provided in
paragraph 2(e) hereof. If upon any liquidation, dissolution or winding up of the
corporation, the amounts payable with respect to the AMPS and any other
outstanding class or series of Preferred Stock of the Corporation ranking on a
parity with the AMPS as to payment upon liquidation are not paid in full, the
Holders and the holders of such other class or series will share ratably in any
such distribution of assets in proportion to the respective preferential
amounts-to which they are entitled. After payment of the full amount of the
liquidating distribution to which they are entitled, the Holders will not be
entitled to any further participation in any distribution of assets by the
Corporation except for any Additional Dividends. A consolidation, merger or
statutory share exchange of the Corporation with or into any other corporation
or entity or a sale, whether for cash, shares of stock, securities or
properties, of all or substantially all or any part of the Assets of the
Corporation shall not be deemed or construed to se a liquidation, dissolution or
winding up of the Corporation.

      4. Redemption. (a) Shares of AMPS shall be redeemable by the Corporation
as provided below:

            (i) To the extent permitted under the 1940 Act and Maryland law,
      upon giving a Notice of Redemption, the Corporation at its option may
      redeem shares of AMPS, in whole or in part, out of funds legally available
      therefor, at the Optional Redemption Price per share, on any Dividend
      Payment Date; provided that no share of AMPS may be redeemed at the option
      of the Corporation during a Non-Call Period to


                                       38
<PAGE>

      which such share is subject. In addition, holders of AMPS which are
      redeemed shall be entitled to receive Additional Dividends to the extent
      provided herein. The Corporation may not give a Notice of Redemption
      relating to an optional redemption as described in this paragraph 4(a)(i)
      unless, at the time of giving such Notice of Redemption, the Corporation
      has available Deposit Securities with maturity or tender dates not later
      than the day preceding the applicable redemption date and having a value
      not less than the amount due to Holders by reason of the redemption of
      their shares of AMPS on such redemption date.

            (ii) The Corporation shall redeem, out of funds legally available
      therefor, at the Mandatory Redemption Price per share, shares of AMPS to
      the extent permitted under the 1940 Act and Maryland law, on a date fixed
      by the Board of Directors, if the Corporation fails to maintain S&P
      Eligible Assets and Moody's Eligible Assets each with an aggregate
      Discounted Value equal to or greater than the AMPS Basic Maintenance
      Amount as provided in paragraph 7(a) or to satisfy the 1940 Act AMPS Asset
      Coverage as provided in paragraph 6 and such failure is not cured on or
      before the AMPS Basic Maintenance Cure Date or the 1940 Act Cure Date
      (herein respectively referred to as a "Cure Date"), as the case may be. In
      addition, holders of AMPS so redeemed shall be entitled to receive
      Additional Dividends to the extent provided herein. The number of shares
      of AMPS to be redeemed shall be equal to the lesser of (i) the minimum
      number of shares of AMPS the redemption of which, if deemed to have
      occurred immediately prior to the opening of business on the Cure Date,
      together with all shares of other Preferred Stock subject to redemption or
      retirement, would result in the Corporation having S&P Eligible Assets and
      Moody's Eligible Assets each with an aggregate Discounted Value


                                       39
<PAGE>

      equal to or greater than the AMPS Basic Maintenance Amount or satisfaction
      of the 1940 Act AMPS Asset Coverage, as the case may be, on such Cure Date
      (provided that, if there is no such minimum number of shares of AMPS and
      shares of other Preferred Stock the redemption of which would have such
      result, all shares of AMPS and shares of other Preferred Stock then
      Outstanding shall be redeemed), and (ii) the maximum number of shares of
      AMPS, together with all shares of other Preferred Stock subject to
      redemption or retirement, that can be redeemed out of funds expected to be
      legally available therefor on such redemption date. In determining the
      number of shares of AMPS required to be redeemed in accordance with the
      foregoing, the Corporation shall allocate the number required to be
      redeemed which would result in the Corporation having S&P Eligible Assets
      and Moody's Eligible Assets each with an aggregate Discounted Value equal
      to or greater than the AMPS Basic Maintenance Amount or satisfaction of
      the 1940 Act AMPS Asset Coverage, as the case may be, pro rata among
      shares of AMPS of all series, Other AMPS and other Preferred Stock subject
      to redemption pursuant to provisions similar to those contained in this
      paragraph 4(a)(ii); provided that, shares of AMPS which may not be
      redeemed at the option of the Corporation due to the designation of a
      Non-Call Period applicable to such shares (A) will be subject to mandatory
      redemption only to the extent that other shares are not available to
      satisfy the number of shares required to be redeemed and (B) will be
      selected for redemption in an ascending order of outstanding number of
      days in the Non-Call Period (with shares with the lowest number of days to
      be redeemed first) and by lot in the event of shares having an equal
      number of days in such Non-Call Period. The Corporation shall effect such
      redemption on a Business Day which is not later than 35 days after such
      Cure Date, except that if the Corporation does not have


                                       40
<PAGE>

      funds legally available for the redemption of all of the required number
      of shares of AMPS and shares of other Preferred Stock which are subject to
      mandatory redemption or the Corporation otherwise is unable to effect such
      redemption on or prior to 35 days after such Cure Date, the Corporation
      shall redeem those shares of AMPS which it is unable to redeem on the
      earliest practicable date on which it is able to effect such redemption
      out of funds legally available therefor.

      (b) Notwithstanding any other provision of this paragraph 4, no shares of
AMPS may be redeemed pursuant to paragraph 4(a)(i) of these Articles
Supplementary (i) unless all dividends in arrears on all remaining outstanding
shares of Parity Stock shall have been or are being contemporaneously paid or
declared and set apart for payment and (ii) if redemption thereof would result
in the Corporation's failure to maintain Moody's Eligible Assets with an
aggregate Discounted Value equal to or greater than the AMPS Basic Maintenance
Amount. In the event that less than all the outstanding shares of a series of
AMPS are to be redeemed and there is more than one Holder, the shares of that
series of AMPS to be redeemed shall be selected by lot or such other method as
the Corporation shall deems fair and equitable.

      (c) Whenever shares of AMPS are to be redeemed, the Corporation, not less
than 10 nor more than 30 days prior to the date fixed for redemption, shall mail
a notice ("Notice of Redemption") by first-class mail, postage prepaid, to each
Holder of shares of AMPS to be redeemed and to the Auction Agent. The
Corporation shall cause the Notice of Redemption to also be published in the
eastern and national editions of The Wall Street Journal. The Notice of
Redemption shall set forth (i) the redemption date, (ii) the amount of the
redemption price, (iii) the aggregate number of shares of AMPS of such series to
be redeemed, (iv) the place or places where shares of AMPS of such series are to
be surrendered for payment of the redemption price,


                                       41
<PAGE>

(v) a statement that dividends on the shares to the redeemed shall cease to
accumulate on such redemption date (except that holders may be entitled to
Additional Dividends) and (vi) the provision of these Articles Supplementary
pursuant to which such shares are being redeemed. No defect in the Notice of
Redemption or in the mailing or publication thereof shall affect the validity of
the redemption proceedings, except as required by applicable law.

      If the Notice of Redemption shall have been given as aforesaid and,
concurrently or thereafter, the Corporation shall have deposited in trust with
the Auction Agent a cash amount equal to the redemption payment for the shares
of AMPS as to which such Notice of Redemption has seen given with irrevocable
instructions and authority to pay the redemption price to the Holders of such
shares, then upon the date of such deposit or, if no such deposit is made, then
upon such date fixed for redemption (unless the Corporation shall default in
making the redemption payment), all rights of the Holders of such shares as
shareholders of the Corporation by reason of the ownership of such shares will
cease and terminate (except their right to receive the redemption price in
respect thereof and any Additional Dividends, but without interest), and such
shares shall no longer be deemed outstanding. The Corporation shall be entitled
to receive, from time to time, from the Auction Agent the interest, if any, on
such moneys deposited with it and the Holders of any shares so redeemed shall
have no claim to any of such interest. In case the Holder of any shares, so
called for redemption shall not claim the redemption payment for his shares
within one year after the date of redemption, the Auction Agent shall, upon
demand, pay over to the Corporation such amount remaining on deposit and the
Auction Agent shall thereupon be relieved of all responsibility to the Holder of
such shares called for redemption and such Holder thereafter shall look only to
the Corporation for the redemption payment.


                                       42
<PAGE>

      5. Voting Rights. (a) General. Except as otherwise provided in the Charter
or By-Laws, each Holder of shares of AMPS shall be entitled to-one vote for each
share held on each matter submitted to a vote of shareholders of the
Corporation, and the holders of outstanding shares of Preferred Stock, including
AMPS, and of shares of Common Stock shall vote together as a single class;
provided that, at any meeting of the shareholders of the Corporation held for
the election of directors, the holders of outstanding shares of Preferred stock,
including AMPS, shall be entitled, as a class, to the exclusion of the holders
of all other securities and classes of capital stock of the Corporation, to
elect two directors of the Corporation. Subject to paragraph 5(b) hereof, the
holders of outstanding shares of capital stock of the Corporation, including the
holders of outstanding shares of Preferred Stock, including AMPS, voting as a
single class, shall elect the balance of the directors.

      (b) Right to Elect-Majority of Board of Directors. During any period in
which any one or more of the conditions described below shall exist (such period
being referred to herein as a "Voting Period"), the number of directors
constituting the Board of Directors shall be automatically increased by the
smallest number that, when added to the two directors elected exclusively the
holders of shares of Preferred Stock, would constitute a majority of the Board
of Directors as so increased by such smallest number; and the holders of shares
of Preferred Stock shall be entitled, voting separately as one class (to the
exclusion of the holders of all other securities and classes of capital stock of
the Corporation), to elect such smallest number additional directors, together
with the two directors that such holders are in any event entitled to elect. A
Voting Period shall commence:

            (i) if at any time accumulated dividends (whether or not earned or
      declared, and whether or not funds are then legally available in an amount
      sufficient therefor) on


                                       43
<PAGE>

      the outstanding shares of AMPS equal to at least two full years' dividends
      shall be due and unpaid and sufficient cash or specified securities shall
      not have been deposited with the Auction Agent for the payment of such
      accumulated dividends; or

            (ii) if at any time holders of any other shares of Preferred Stock
      are entitled to elect a majority of the directors of the Corporation under
      the 1940 Act. Upon the termination of a Voting Period, the voting rights
      described in this paragraph 5(b), shall cease, subject always, however, to
      the reverting of such voting rights in the Holders upon the further
      occurrence of any of the events described in paragraph 5(b).

      (c) Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of Preferred Stock
Outstanding at the time, voting separately as one class: (i) authorize, create
or issue, or increase the authorized or issued amount of, any class or series of
stock ranking prior to or on a parity with any series of Preferred Stock with
respect to payment of dividends or distribution of assets on liquidation, or
increase the authorized amount of AMPS or any other Preferred Stock, or (ii)
amend, alter or repeal the provisions of the Charter, whether by merger,
consolidation or otherwise, so as to adversely affect any of the contract rights
expressly set forth in the Charter of holders of shares of AMPS or any other
Preferred Stock. To the extent permitted under the 1940 Act, in the event shares
of more than one series of AMPS are outstanding, the Corporation shall not
approve any of the actions set forth in clause (i) or (ii) which adversely
affects the contract rights expressly set forth in the Charter of a Holder of
shares of a series of AMPS differently than those of a Holder of shares of any
other series of AMPS without the affirmative vote of the holders of at least a
majority of the shares of AMPS of each series adversely affected and outstanding
at such time (each such adversely affected series voting


                                       44
<PAGE>

separately as a class). The Corporation shall notify Moody's and S&P 10 Business
Days prior to any such vote described in clause (i) or (ii). Unless a higher
percentage is provided for under the Charter, the affirmative vote of the
holders of a majority of the outstanding shares of Preferred Stock, including
AMPS, voting together as a single class, will be required to approve any plan of
reorganization (including bankruptcy proceedings) adversely affecting such
shares or any action requiring a vote of security holders under Section 13(a) of
the 1940 Act. The class-vote of holders of shares of Preferred Stock, including
AMPS, described above will in each case be in addition to a separate vote of the
site percentage of shares of Common Stock and shares of Preferred Stock,
including AMPS, voting together as a single class necessary to authorize the
action in question.

      (d) Voting Procedures.

            (i) As soon as practicable after the accrual of any right of the
      holders of shares of Preferred Stock to elect additional directors as
      described in paragraph 5(b) above, the Corporation shall call a special
      meeting of such holders and instruct the Auction Agent to mail a notice of
      such special meeting to such holders, such meeting to be held not less
      than 10 nor more than 20 days after the date of mailing of such notice. If
      the Corporation fails to send such notice to the Auction Agent or if the
      Auction Agent does not call such a special meeting, it may be called by
      any such holder on like notice. The record date for determining the
      holders entitled to notice of and to vote at such special meeting shall be
      the close of business on the fifth Business Day preceding the day on which
      such notice is mailed. At any such special meeting and at each meeting
      held during a Voting Period, such Holders, voting together as a class (to
      the exclusion of the holders of all other securities and classes of
      capital stock of the Corporation), shall be


                                       45
<PAGE>

      entitled to elect the number of directors prescribed in paragraph 5(b)
      above. At any such meeting or adjournment thereof in the absence of a
      quorum, a majority of such holders present in person or by proxy shall
      have the power to adjourn the meeting without notice, other than by an
      announcement at the meeting, to a date not more than 120 days after the
      original record date.

            (ii) For purposes of determining any rights of the Holders to vote
      on any matter or the number of shares required to constitute a quorum,
      whether such right is created by these Articles Supplementary, by the
      other provisions of the Charter, by statute or otherwise, a share of AMPS
      which is not Outstanding shall not be counted.

            (iii) The terms of office of all persons who are directors of the
      Corporation at the time of a special meeting of Holders and holders of
      other Preferred Stock to elect directors shall continue, notwithstanding
      the election at such meeting by the Holders and such other holders of the
      number of directors that they are entitled to elect, and the persons so
      elected by the Holders and such other holders, together with the two
      incumbent directors elected by the Holders and such other holders of
      Preferred Stock and the remaining incumbent directors elected by the
      holders of the Common Stock and Preferred Stock, shall constitute the duly
      elected directors of the Corporation.

            (iv) Simultaneously with the expiration of a Voting Period, the
      terms of office of the additional directors elected by the Holders and
      holders of other Preferred Stock pursuant to paragraph 5(b) above shall
      terminate, the remaining directors shall constitute the directors of the
      Corporation and the voting rights of the Holders and such other holders to
      elect additional directors pursuant to paragraph 5(b) above shall cease,
      subject to the provisions of the last sentence of paragraph 5(b)(ii).


                                       46
<PAGE>

      (e) Exclusive Remedy. Unless otherwise required by law, the Holders of
shares of AMPS shall not have any rights or preferences other than those
specifically set forth herein. The Holders of shares of AMPS shall have no
preemptive rights or rights to cumulative voting. In the event that the
Corporation fails to pay any dividends on the shares of AMPS, the exclusive
remedy of the Holders shall be the right to vote for directors pursuant to the
provisions of this paragraph 5.

      (f) Notification to S&P and Moody's. In the event a vote of Holders of
AMPS is required pursuant to the provisions of Section 13 (a) of the 1940 Act,
the Corporation shall, not later than ten business days prior to the date on
which such vote is to be taken, notify S&P and Moody's that such vote is to be
taken and the nature of the action with respect to which such vote is to be
taken.

      6. 1940 Act AMPS Asset Coverage. The Corporation shall maintain, as of the
last Business Day of each month in which any share of AMPS is outstanding, the
1940 Act AMPS Asset Coverage.

      7. AMPS Basic Maintenance Amount. (a) The Corporation shall maintain, on
each Valuation Date, and shall verify to its satisfaction that it is maintaining
on such Valuation Date, (i) S&P Eligible Assets having an aggregate Discounted
Value equal to or greater than the AMPS Basic Maintenance Amount and (i) Moody's
Eligible Assets having an aggregate Discounted Value usual to or greater than
the AMPS Basic Maintenance Amount. Upon any failure to maintain the required
Discounted Value, the Corporation will use its best efforts to alter the
composition of its portfolio to reattain the AMPS Basic Maintenance Amount on or
prior to the AMPS Basic Maintenance Cure Date.


                                       47
<PAGE>

      (b) On or before 5:00 p.m., New York City time, on tile third Business Day
after a Valuation Date on which the Corporation fails to satisfy the AMPS Basic
Maintenance Amount, the Corporation shall complete and deliver to the Auction
Agent, Moody's and S&P a complete AMPS Basic Maintenance Report as of the date
of such failure, which will be deemed to have been delivered to the Auction
Agent if the Auction Agent receives a copy or telecopy, telex or other
electronic transcription thereof and on the same day the Corporation mails to
the Auction Agent for delivery on the next Business Day the complete AMPS Basic
Maintenance Report. The Corporation will deliver an AMPS Basic Maintenance
Report to Moody's on or before 5:00 p.m., New York City time, on the third
Business Day after a Valuation Date on which the Corporation cures its failure
to maintain Moody's Eligible Assets with an aggregate Discounted Value equal to
or greater than the AMPS Basic Maintenance Amounts or on which the Corporation
fails to maintain Moody's Eligible Assets with an aggregate Discounted Value
which exceeds that AMPS Basic Maintenance Amount by 5% or more. The Corporation
will also deliver an AMPS Basic Maintenance Report to the Auction Agent and S&P
and a Certificate of Minimum Liquidity to S&P as of (i) the fifteenth day of
each month (or, if such day is not a Business Day, the next succeeding Business
Day) and (ii) the last Business Day of each month, in each case on or before the
third Business Day after such day. A failure by the Corporation to deliver an
AMPS Basic Maintenance Report under this paragraph 7(b) shall be deemed to be
delivery of an AMPS Basic Maintenance Report indicating the Discounted Value for
S&P Eligible Assets and Moody's Eligible Assets of the Corporation is less than
the AMPS Basic Maintenance Amount, as of the relevant Valuation Date.

      (c) Within ten Business Days after the date of delivery of an AMPS Basic
Maintenance Report and a Certificate of Minimum Liquidity in accordance with
paragraph 7(b)


                                       48
<PAGE>

above relating to a Quarterly Valuation Date, the Independent Accountant will
confirm in writing to the Auction Agent, S&P and Moody's (i) the mathematical
accuracy of the calculations reflected in such Report (and in any other AMPS
Basic Maintenance Report, randomly selected by the Independent Accountant, that
was delivered by the Corporation during the quarter ending on such Quarterly
Valuation Date) and (with respect to S&P only while S&P is rating the AMPS) such
Certificate, (ii) that, in such Report (and in such randomly selected Report),
the Corporation correctly determined the assets of the Corporation which
constitute S&P Eligible Assets or Moody's Eligible Assets, as the case may be,
at such Quarterly Valuation Date in accordance with these Articles
Supplementary, (iii) that, in such Report (and in such randomly selected
Report), the Corporation determined whether the Corporation had, at such
Quarterly Valuation Date (and at the Valuation Date addressed in such
randomly-selected Report) in accordance with these Articles Supplementary, S&P
Eligible Assets of an aggregate Discounted Value at least equal to the AMPS
Basic Maintenance amount and Moody's Eligible Assets of an aggregate Discounted
Value at least equal to the AMPS Basic Maintenance Amount, (iv) that (with
respect to S&P only) in such Certificate, the Corporation determined the Minimum
Liquidity Level and the Corporation's Deposit Securities in accordance with
these Articles Supplementary, including maturity or tender date, (v) with
respect to the S&P rating on Municipal Bonds, the issuer name, issue size and
coupon rate listed in such Report and (with respect to S&P only) such
Certificate, that the Independent Accountant has requested that S&P verify such
information and the Independent Accountant shall provide a listing in its letter
of any differences, (vi) with respect to the Moody's ratings on Municipal Bonds,
the issuer name, issue size and coupon rate listed in such Report and (with
respect to S&P only) such Certificate, that such information has been verified
by Moody's (in the event such information is not verified by


                                       49
<PAGE>

Moody's, the Independent Accountant will inquire of Moody's what such
information is, and provide a listing in its letter of any differences), (vii)
with respect to the bid or mean price (or such alternative permissible factor
used in calculating the Market Value) provided by the custodian of the
Corporation's assets to the Corporation for purposes of valuing securities in
the Corporation's portfolio, the Independent Accountant has traced the price
used in such Report and (with respect to S&P only) such Certificate to the bid
or mean price listed in such Report and (with respect to S&P only) such
Certificate as provided to the Corporation and verified that such information
agrees (in the event such information does not agree, the Independent Accountant
will provide a listing in its letter of such differences) and (viii) with
respect to such confirmation to Moody's, that the Corporation has satisfied the
requirements of paragraph 9(b) of these Articles Supplementary (such
confirmation is herein called the "Accountant's Confirmation").

      (d) Within ten Business Days after the date of delivery to the Auction
Agent, S&P and Moody's of an AMPS Basic Maintenance Report in accordance with
paragraph 7(b) above relating to any valuation Date on which the Corporation
failed to maintain S&P Eligible Assets with an aggregate Discounted Value and
Moody's Eligible Assets with an aggregate Discounted Value equal to or greater
than the AMPS Basic Maintenance Amount, and relating to the AMPS Basic
Maintenance Cure Date with respect to such failure, the Independent Accountant
will provide to the Auction Agent, S&P and Moody's an Accountant's Confirmation
as to such AMPS Basic Maintenance Report.

      (e) If any Accountant's Confirmation delivered pursuant to subparagraph
(c) or (d) of this paragraph 7 shows that an error was made in the AMPS Basic
Maintenance Report for a particular Valuation Date for which such Accountant's
Confirmation as required to be delivered, or shows that a lower aggregate
Discounted Value for the aggregate of all S&P Eligible Assets or


                                       50
<PAGE>

Moody's Eligible Assets, as the case may be, of the Corporation was determined
by the Independent Accountant, the calculation or determination made by such
Independent Accountant shall be final and conclusive and shall be binding on the
Corporation, and the Corporation shall accordingly amend and deliver the AMPS
Basic Maintenance Report to the Auction Agent, S&P and Moody's promptly
following receipt by the Corporation of such Accountant's Confirmation.

      (f) On or before 5:00 p.m., New York City time, on the first Business Day
after the Date of Original Issue of the shares of AMPS, the Corporation will
complete and deliver to S&P and Moody's an AMPS Basic Maintenance Report as of
the close of business on such Date of Original Issue. Within five business days
of such Date of Original Issue, the Independent Accountant will confirm in
writing to S&P and Moody's (i) the mathematical accuracy of the calculations
reflected in such Report and (ii) that the aggregate Discounted Value of S&P
Eligible Assets and the aggregate Discounted Value of Moody's Eligible Assets
reflected thereon equals or exceeds the AMPS Basic Maintenance Amount reflected
thereon.

      (g) For so long as shares of AMPS are rated by Moody's, in managing the
Corporation's portfolio, the adviser will not alter the composition of the
Corporation's portfolio if, in the reasonable belief of the adviser, the effect
of any such alteration would be to cause the Corporation to have Moody's
Eligible Assets with an aggregate Discounted Value, as of the immediately
preceding Valuation Date, less than the AMPS Basic Maintenance Amount as of such
Valuation Date; provided, however, that in the event that, as of the immediately
preceding Valuation Date, the aggregate Discounted Value of Moody's Eligible
Assets exceeded the AMPS Basic Maintenance Amount by five percent or less, the
adviser will not alter the composition of the Corporation's portfolio in a
manner reasonably expected to reduce the aggregate Discounted Value of Moody's
Eligible Assets unless the Corporation shall have


                                       51
<PAGE>

confirmed that, after giving effect to such alteration, the aggregate Discounted
Value of Moody's Eligible Assets would exceed the AMPS Basic Maintenance Amount.

      8. Minimum Liquidity Level. (a) For so long as any shares of AMPS are
rated by S&P, the Corporation shall be required to have, as of each Valuation
Date, Dividend Coverage Assets having in the aggregate a Market Value not less
than the Dividend Coverage Amount.

      (b) As of each Valuation Date as long as any shares of AMPS are rated by
S&P, the Corporation shall determine (i) the Market Value of the Dividend
Coverage Assets owned by the Corporation as of that Valuation Date, (ii) the
Dividend Coverage Amount on that Valuation Date, and (iii) whether the Minimum
Liquidity Level is met as of that Valuation Date. The calculations of the
Dividend Coverage Assets, the Dividend Coverage Amount and whether the Minimum
Liquidity Level is met shall be set forth in a certificate (a "Certificate of
Minimum Liquidity") dated as of the Valuation Date. The AMPS Basic Maintenance
Report and the Certificate of Minimum Liquidity may be combined in one
certificate. The Corporation shall cause the Certificate of Minimum Liquidity to
be delivered to S&P not later than the close of business on the third Business
Day after the Valuation Date applicable to such Certificate pursuant to
paragraph 7(b). The Minimum Liquidity Level shall be deemed to be met as of any
date of determination if the Corporation has timely delivered a Certificate of
Minimum Liquidity relating to such date which states that the same has been met
and which is not manifestly inaccurate. In the event that a Certificate of
Minimum Liquidity is not delivered to S&P when required, the Minimum Liquidity
Level shall be deemed not to have been met as of the applicable date.

      (c) If the Minimum Liquidity Level is not met as of any valuation Date,
then the Corporation shall purchase or otherwise acquire Dividend Coverage
Assets to the extent


                                       52
<PAGE>

necessary so that the Minimum Liquidity Level is met as of the fifth Business
Day following such Valuation Date. The Corporation shall, by such fifth Business
Day, provide to S&P a Certificate of Minimum Liquidity setting forth the
calculations of the Dividend Coverage Assets and the Dividend Coverage Amount
and showing that the Minimum Liquidity Level is met as of such fifth Business
Day together with a report of the custodian of the Corporation's assets
confirming the amount of the corporation's Dividend Coverage Assets as of such
fifth Business Day.

      9. Certain Other Restrictions.

      (a) For so long as any shares of AMPS are rated by S&P, the Corporation
will not purchase or sell futures contracts, write, purchase or sell options on
futures contracts or write put options (except covered put options) or call
options (except covered call options) on portfolio securities unless it receives
written confirmation from S&P that engaging in such transactions will not impair
the ratings then assigned to the shares of AMPS by S&P, except that the
Corporation may purchase or sell futures contracts based on the Bond Buyer
Municipal Bond Index (the "Municipal Index") or United States Treasury Bonds
with remaining maturities of ten years of more ("Treasury Bonds") and write,
purchase or sell put and call options on such contracts (collectively "S&P
Hedging Transactions"), subject to the following limitations:

            (i) the corporation will not engage in any S&P Hedging Transaction
      based on the Municipal Index (other than transactions which terminate a
      futures contract or option held by the Corporation by the Corporation's
      taking an opposite position thereto ("Closing Transactions")), which would
      cause the Corporation at the time of such transaction to own or have sold
      the least of (A) more than 1,000 outstanding futures contracts based on
      the Municipal Index, (B) outstanding futures contracts based on the


                                       53
<PAGE>

      Municipal Index exceeding in number 25% of the quotient of the Market
      Value of the Corporation's total assets divided by $100,000 or (C)
      outstanding futures contracts based on the Municipal Index exceeding in
      number 10% of the average number of daily traded futures contracts based
      on the Municipal Index in the thirty days preceding the time of effecting
      such transaction as reported by The Wall Street Journal;

            (ii) the Corporation will not engage in any S&P Hedging Transaction
      based on Treasury Bonds (other than Closing Transactions) which would
      cause the Corporation at the time of such transaction to own or have sold
      the lesser of (A) outstanding futures contracts based on Treasury Bonds
      and on the Municipal Index exceeding in number 25% of the quotient of the
      Market Value of the Corporation's total assets divided by $100,000 or (B)
      outstanding futures contracts based on Treasury Bonds exceeding in number
      10% of the average number of daily traded futures contracts based on
      Treasury Bonds in the thirty days preceding the time of effecting such
      transaction as reported by The Wall Street Journal;

            (iii) the Corporation will engage in Closing Transactions to close
      out any outstanding futures contract which the Corporation owns or has
      sold or any outstanding option thereon owned by the Corporation in the
      event (A) the Corporation does not have S&P Eligible Assets with an
      aggregate Discounted Value equal to or greater than the AMPS Basic
      Maintenance Amount on two consecutive Valuation Dates and (B) the
      Corporation is required to pay Variation Margin on the second such
      Valuation Date;

            (iv) the Corporation will engage in a Closing Transaction to close
      out any outstanding futures contract or option thereon in the month prior
      to the delivery month


                                       54
<PAGE>

      under the terms of such futures contract or option thereon unless the
      Corporation holds the securities deliverable under such terms; and

            (v) when the Corporation writes a futures contract or option
      thereon, it will either maintain an amount of cash, cash equivalents or
      short-term, fixed-income securities in a segregated account with the
      Corporation's custodian, so that the amount so segregated plus the amount
      of initial Margin and Variation Margin held in the account of or on behalf
      of the Corporation's broker with respect to such futures contract or
      option equals the market Value of the futures contract or option, or, in
      the event the Corporation writes a futures contract or option thereon
      which requires delivery of an underlying security, it shall hold such
      underlying security in its portfolio.

      For purposes of determining whether the Corporation has S&P Eligible
Assets with a Discounted Value that equals or exceeds the AMPS Basic Maintenance
Amount, the Discounted Value of cash or securities held for the payment of
Initial Margin or Variation Margin shall be zero and the aggregate Discounted
Value of S&P Eligible Assets shall be reduced by an amount equal to (i) 30% of
the aggregate settlement value, as marked to market, of any outstanding futures
contracts based on the Municipal Index which are owned by the Corporation plus
(ii) 25% of the aggregate settlement value, as marked to market, of any
outstanding futures contracts based on Treasury Bonds which contracts are owned
by the Corporation.

      (b) For so long as any shares of AMPS are rated by Moody's, the
Corporation will not buy or sell futures contracts, write, purchase or sell call
options on futures contracts or purchase put options on futures contracts or
write call options (except covered call options) on portfolio securities unless
it receives written confirmation from Moody's that engaging in such transactions
would not impair the ratings then assigned to the shares of AMPS by Moody's,


                                       55
<PAGE>

except that the Corporation may purchase or sell exchange-traded futures
contracts based on the Municipal Index or Treasury Bonds and purchase or sell
exchange-traded put options on such futures contracts and write exchange-traded
call options on such futures contracts (collectively "Moody's Hedging
Transactions"), subject to the following limitations:

            (i) the Corporation will not engage in any Moody's Hedging
      Transaction based on the Municipal Index (other than Closing Transactions)
      which would cause the Corporation at the time of such transaction to own
      or have sold (A) outstanding futures contracts based on the Municipal
      Index exceeding in number 10% of the average number of daily traded
      futures contracts based on the Municipal Index in the thirty days
      preceding the time of effecting such transaction as reported by The Wall
      Street Journal or (B) outstanding futures contracts based on the Municipal
      Index having a Market Value exceeding the Market Value of all Moody's
      Eligible Assets owned by the Corporation (other than Moody's Eligible
      Assets already subject to a Moody's Hedging Transaction);

            (ii) the Corporation will not engage in any Moody's Hedging
      Transaction based on Treasury Bonds (other than Closing Transactions)
      which would cause the Corporation at the time of such transaction to own
      or have sold (A) outstanding futures contracts based on Treasury Bonds
      having an aggregate Market Value exceeding 40% of the aggregate Market
      Value of Moody's Eligible Assets owned by the Corporation and rated Aa by
      Moody's (or, if not rated by Moody's but rated by S&P, rated AAA by S&P)
      or (B) outstanding futures contracts based on Treasury Bonds having an
      aggregate Market Value exceeding 80% of the aggregate Market Value of all
      Moody's Eligible Assets owned by the Corporation (other than Moody's
      Eligible Assets already subject to a Moody's Hedging Transaction) and
      rated Baa or A by Moody's (or, if not rated by


                                       56
<PAGE>

      Moody's but rated by S&P, rated A or AA by S&P) (for purposes of the
      foregoing clauses (i) and (ii), the Corporation shall be deemed to own the
      number of futures contracts that underlie any outstanding options written
      by the Corporation);

            (iii) the Corporation will engage in Closing Transactions to close
      out any outstanding futures contract based on the Municipal Index if the
      amount of open interest in the Municipal Index as reported by The Wall
      Street Journal is less than 5,000;

            (iv) the Corporation will engage in a Closing Transaction to close
      out any outstanding futures contract by no later than the fifth Business
      Day of the month in which such contract expires and will engage in a
      Closing Transaction to close out any outstanding option on a futures
      contract by no later than the first Business Day of the month in which
      such option expires;

            (v) the corporation will engage in Moody's Hedging Transactions only
      with respect to futures contracts or options thereon having the next
      settlement date or the settlement date immediately thereafter;

            (vi) the Corporation will not engage in options and futures
      transactions for leveraging or speculative purposes and will not write any
      call options or sell any futures contracts for the purpose of hedging the
      anticipated purchase of an asset prior to completion of such purchase; and

            (vii) the Corporation will not enter into an option or futures
      transaction unless, after giving effect thereto, the Corporation would
      continue to have Moody's Eligible Assets with an aggregate Discounted
      Value equal to or greater than the AMPS Basic Maintenance Amount.


                                       57
<PAGE>

      For purposes of determining whether the Corporation has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the AMPS Basic
Maintenance Amount, the Discounted Value of Moody's Eligible Assets which the
Corporation is obligated to deliver or receive pursuant to an outstanding
futures contract or option shall be as follows: (i) assets subject to call
options written by the Corporation which are either exchange-traded and "readily
reversible" or which expire within 49 days after the date as of which such
valuation is made shall be valued at the lesser of (a) Discounted Value and (b)
the exercise price of the call option written by the Corporation; (ii) assets
subject to call options written by the Corporation not meeting the requirements
of clause (i) of this sentence shall have no value; (iii) assets subject to put
options written by the Corporation shall be valued at the lesser of (A) the
exercise price and (B) the Discounted Value of the subject security; (iv)
futures contracts shall be valued at the lesser of (A) settlement price and (B)
the Discounted Value of the subject security, provided that, if a contract
matures within 49 days after the date as of which such valuation is made, where
the Corporation is the Seller the contract be valued at the settlement price and
where the Corporation is the buyer the contract may be valued at the Discounted
Value of the subject securities and (v) where delivery may be made to the
Corporation with any security of a class of securities, the Corporation shall
assume that it will take delivery of the security with the lowest Discounted
Value.

      For purposes of determining whether the Corporation has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the AMPS Basic
Maintenance Amount, the following amounts shall be subtracted from the aggregate
Discounted Value of the Moody's Eligible Assets held by the Corporation: (i) 10%
of the exercise price of a written call option; (ii) the exercise price of any
written put option; (iii) where the Corporation is the seller under a


                                       58
<PAGE>

futures contract, 10% of the settlement price of the futures contract; (iv)
where the Corporation is the purchaser under a futures contract, the settlement
price of assets purchased under such futures contract; the settlement price of
the underlying futures contract if corporation writes put options on a futures
contract; and (vi) 105% of the Market Value of the underlying futures contracts
if the Corporation writes call options on a futures contract and not on the
underlying contract.

      (c) For so long as any shares of AMPS are rated by Moody's, the
Corporation will not enter into any contract to purchase securities for a fixed
price at a future date beyond customary settlement time (other than such
contracts that constitute Moody's Hedging Transactions that are permitted under
paragraph 9(b) of these Articles Supplementary), except that the Corporation may
enter into such contracts to purchase newly-issued securities on the date such
securities are issued ("Forward Commitments"), subject to the following
limitations:

            (i) the Corporation will maintain in a segregated account with its
      custodian cash, cash equivalents or short-term, fixed-income securities
      rated P-1, MIG-1 or VMIG-1 by Moody's and maturing prior to the date of
      the Forward Commitment with a Market Value that equals or exceeds the
      amount of the Corporation's obligations under any Forward Commitments to
      which it is from time to time a party or long-term fixed-income securities
      with a Discounted Value that equals or exceeds the amount of the
      Corporation's obligations under any Forward Commitment to which it is from
      time to time a party; and

            (ii) the Corporation will not enter into a Forward Commitment
      unless, after giving effect thereto the Corporation would continue to have
      Moody's Eligible Assets


                                       59
<PAGE>

      with an aggregate Discounted Value equal to or greater than the AMPS Basic
      Maintenance Account.

      For purposes of determining whether the Corporation has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the AMPS Basic
Maintenance Amount, the Discounted Value of all Forward Commitments to which the
Corporation is a party and of all securities deliverable to the Corporation
pursuant to such Forward Commitments shall be zero.

      (d) For so long as shares of AMPS are rated by S&P or Moody's, the
Corporation will not, unless it has received written confirmation from S&P
and/or Moody's, as the case may be, that such action would not impair the
ratings then assigned to shares of AMPS by S&P and/or Moody's, as the case may
be, (i) borrow money except for the purpose of clearing transactions in
portfolio securities (which borrowings shall under any circumstances be limited
to the lesser of $10 million and an amount equal to 5% of the Market Value of
the Corporation's assets at the time of such borrowings), (ii) engage in short
sales of securities, (iii) lend any securities, (iv) issue any class or series
of stock ranking prior to or on a parity with the AMPS with respect to the
payment of dividends or the distribution of assets upon dissolution, liquidation
or winding up of the Corporation, (v) reissue any AMPS previously purchased or
redeemed by the Corporation, (vi) merge or consolidate into or with any other
corporation or entity, (vii) change the Pricing Service or (viii) engage in
reverse repurchase agreements.

      10. Notice. All notices or communications, unless otherwise specified in
the By-Laws of the Corporation or these Articles Supplementary, shall be
sufficiently given if in writing and delivered in person or mailed by
first-class mail, postage prepaid. Notice shall be deemed given on the earlier
of the date received or the date seven days after which such notice is mailed.


                                       60
<PAGE>

      11. Auction Procedures. (a) Certain definitions. As used in this paragraph
11, the following terms shall have the following meanings, unless the context
otherwise requires:

            (i) "AMPS" shall mean the shares of AMPS being auctioned pursuant to
      this paragraph 11.

            (ii) "Auction Date" shall mean the first Business Day preceding the
      first day of a Dividend period.

            (iii) "Available AMPS" shall have the meaning specified in paragraph
      11(d)(i) below.

            (iv) "Bid" shall have the meaning specified in paragraph 11(b)(i)
      below.

            (v) "Bidder" shall have the meaning specified in paragraph 11(b)(i)
      below.

            (vi) "Hold Order" shall have the meaning specific paragraph
      11(b)(i) below.

            (vii) "Maximum Applicable Rate" for any Dividend Period will be the
      Applicable Percentage of the Reference Rate. The Applicable Percentage
      will be determined based on (i) the lower of the credit rating or ratings
      assigned on such date to such shares by Moody's and S&P (or if Moody's or
      S&P or both shall not make such rating available, the equivalent of either
      or both of such ratings by a Substitute Rating Agency or two Substitute
      Rating Agencies or, in the event that only one such rating shall be
      available, such rating) and (ii) whether the Corporation has provided
      notification to the Auction Agent prior to the Auction establishing the
      Applicable Rate for any dividend pursuant to paragraph 2(f) hereof that
      net capital gains or other taxable income will be included in such
      dividend on shares of AMPS as follows:


                                       61
<PAGE>

                                                 Applicable        Applicable
                                                 Percentage        Percentage
              Credit Ratings                     Reference         Reference
----------------------------------------         Rate -            Rate -
     Moody's                   S&P               No Notification   Notification
-----------------         --------------         ---------------   ------------
"aa3" or higher           AA- or higher             110%              150%
"a3" to "a1"              A- to A+                  125%              160%
"baa3" to "baa1"          BBB- to BBB+              150%              250%
Below "baa3"              Below BBB-                200%              275%

      The Corporation shall take all reasonable action necessary to enable S&P
and Moody's to provide a rating for each series of AMPS. If either S&P or
Moody's shall not make such a rating available, or neither S&P nor Moody's shall
make such a rating available, Merrill Lynch, Pierce, Fenner & Smith Incorporated
or its affiliates and successors, after consultation with the Corporation, shall
select a nationally recognized statistical rating organization or two nationally
recognized statistical rating organizations to act as a Substitute Rating Agency
or Substitute Rating Agencies, as the case may be.

            (viii) "Order" shall gave the meaning specified in paragraph
      11(b)(i) below.

            (ix) "Sell Order" shall have the meaning specified in paragraph
      11(b)(i) below.

            (x) "Submission Deadline" shall mean 1:00 P.M., New York City time,
      on any Auction Date or such other time on any Auction Date as may be
      specified by the Auction Agent from time to time as the time by which each
      Broker-Dealer must submit to the Auction Agent in writing all orders
      obtained by it for the Auction to be conducted on such Auction Date.

            (xi) "Submitted Bid" shall have the meaning specified in paragraph
      11(d) (i) below.

            (xii) "Submitted Hold Order" shall have the meaning specified in
      paragraph 11(d) (i) below.


                                       62
<PAGE>

            (xiii) "Submitted Order" shall have the meaning specified in
      paragraph 11(d)(i) below.

            (xiv) "Submitted Sell Order" shall have the meaning specified in
      paragraph 11(d)(i) below.

            (xv) "Sufficient Clearing Bids" shall have the meaning specified in
      paragraph 11(d)(i) below.

            (xvi) "Winning Bid Rate" shall have the meaning specified in
      paragraph 11(d)(i) below.

            (b) Orders by Existing Holders and Potential Holders.

            (i) On or prior to the Submission Deadline on each Auction Date:

            (A) each Existing Holder may submit to a Broker-Dealer information
      as to:

                  (1) the number of Outstanding shares, if any, of AMPS held by
            such Existing Holder which such Existing Holder desires to continue
            to hold without regard to the Applicable Rate for the next
            succeeding Dividend Period;

                  (2) the number of Outstanding shares, if any, of AMPS held by
            such Existing Holder which such Existing Holder desires to continue
            to hold, provided that the Applicable Rate for the next succeeding
            Dividend Period shall not be less than the rate per annum specified
            by such Existing Holder; and/or

                  (3) the number of Outstanding shares, if any, of AMPS held by
            such Existing Holder which such Existing Holder offers to sell
            without regard to the Applicable Rate for the next succeeding
            Dividend Period; and

            (B) each Broker-Dealer, using a list of Potential Holders that shall
      be maintained in good faith for the purpose of conducting a competitive
      Auction, shall


                                       63
<PAGE>

      contact Potential Holders, including Persons that are not Existing
      Holders, on such list to determine the number of Outstanding shares, if
      any, of AMPS which each such Potential Holder offers to purchase, provided
      that the Applicable Rate for the next succeeding Dividend Period shall not
      be less than the rate per annum specified by such Potential Holder.

      For the purposes hereof, the communication to a Broker-Dealer of
information referred to in clause (A) or (B) of this paragraph 11(b)(i) is
hereinafter referred to as an "Order" and each Existing Holder and each
Potential Holder placing an Order is hereinafter referred to as a "Bidder"; an
Order containing the information referred to in clause (A)(1) of this paragraph
11(b)(i) is hereinafter referred to as a "Hold Order"; an Order containing the
information referred to in clause (A)(2) or (B) of this paragraph 11(b)(i) is
hereinafter referred to as a "Bid"; and an Order containing the information
referred to in clause (A)(3) of this paragraph 11(b)(i) is hereinafter referred
to as a "Sell Order".

            (ii) (A) A Bid by an Existing Holder shall constitute an irrevocable
      offer to sell:

                  (1) the number of Outstanding shares of AMPS specified in such
            Bid if the Applicable Rate determined on such Auction Date shall be
            less than the rate per annum specified in such Bid; or

                  (2) such number or a lesser number of Outstanding shares of
            AMPS to be determined as set forth in paragraph 11(e)(i)(D) of the
            Applicable Rate determined on such Auction Date shall be equal to
            the rate per annum specified therein; or

                  (3) a lesser number of Outstanding shares of AMPS to be
            determined as set forth in paragraph 11(e)(ii)(C) if such specified
            rate per annum shall be


                                       64
<PAGE>

            higher than the Maximum Applicable Rate and Sufficient Clearing Bids
            do not exist.

            (B) A Sell Order by an Existing Holder shall constitute an
      irrevocable offer to sell:

                  (1) the number of Outstanding shares of AMPS specified in such
            Sell Order; or

                  (2) such number or a lesser number of Outstanding shares of
            AMPS to be determined as set forth in paragraph 11(e)(ii)(C) if
            Sufficient Clearing Bids do not exist.

            (C) A Bid by a Potential Holder shall constitute an irrevocable
      offer to purchase:

                  (1) the number of Outstanding shares of AMPS specified in such
            Bid if the Applicable Rate determined on such Auction Date shall be
            higher than the rate per annum specified in such Bid; or

                  (2) such number or a lesser number of Outstanding shares of
            AMPS to be determined as set forth in paragraph 11(e)(i)(E) if the
            Applicable Rate determined on such Auction Date shall be equal to
            the rate per annum specified therein.

      (c) Submission of Orders by Broker-Dealers to Auction Agent.

      (i) Each Broker-Dealer shall submit in writing or through the Auction
Agent's Auction Processing System to the Auction Agent prior to the Submission
Deadline on each Auction Date all Orders obtained by such Broker-Dealer and
specifying with respect to each Order:


                                       65
<PAGE>

            (A) the name of the Bidder placing such Order;

            (B) the aggregate number of Outstanding shares of AMPS that are the
      subject of such order;

            (C) to the extent that such Bidder is an Existing Holder:

                  (1) the number of Outstanding shares, if any, of AMPS subject
            to any Hold Order placed by such Existing Holder;

                  (2) the number of Outstanding shares, if any, of AMPS subject
            to any Bid placed by such Existing Holder and the rate per annum
            specified in such Bid; and

                  (3) the number of Outstanding shares, if any, of AMPS subject
            to any Sell Order placed by such Existing Holder; and

            (D) to the extent such Bidder is a Potential Holder, the rate per
      annum specified in such Potential Holder's Bid.

      (ii) If any rate per annum specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall round such
rate up to the next highest one thousandth (.001) of 1%.

      (iii) If an Order or Orders covering all of the Outstanding Shares of AMPS
held by an Existing Holder are not submitted to the Auction Agent prior to the
Submission Deadline, the Auction Agent shall deem a Hold Order (in the case of
an Auction relating to a Dividend Period which is not a Special Dividend Period)
and a Sell Order (in the case of an Auction relating to a Special Dividend
Period) to have been submitted on behalf of such Existing Holder covering the
number of Outstanding shares of AMPS and by such Existing Holder and not subject
to Orders submitted to the Auction Agent.


                                       66
<PAGE>

      (iv) If one or more Orders on behalf of an Existing Holder covering in the
aggregate more than the number of Outstanding Shares of AMPS held by such
Existing Holder are submitted to the Auction Agent, such Order shall be
considered valid as follows and in the following order of priority:

            (A) any Hold Order submitted on behalf of such Existing Holder shall
      be considered valid up to and including the number of Outstanding shares
      of AMPS held by such Existing Holder; provided that if more than one Hold
      Order is submitted on behalf of such Existing Holder and the number of
      shares of AMPS subject to such Hold Orders exceeds the number of
      Outstanding shares of AMPS held by such Existing Holder, the number of
      shares of AMPS subject to each of such Hold Orders shall be reduced pro
      rata so that such Hold Orders, in the aggregate, will cover exactly the
      number of Outstanding shares of AMPS held by such Existing Holder;

            (B) any Bids submitted on behalf of such Existing Holder shall be
      considered valid, in the ascending order of their respective rates per
      annum if more than one Bid is submitted on behalf of such Existing Holder,
      up to and including the excess of the number of Outstanding shares of AMPS
      held by such Existing Holder over the number of shares of AMPS subject to
      any Hold Order referred to in paragraph 11(c)(iv)(A) above (and if more
      than one Bid submitted on behalf of such Existing Holder specifies the
      same rate per annum and together they cover more than the remaining number
      of shares that can be the subject of valid Bids after application of
      paragraph 11(c)(iv)(A) above and of the foregoing portion of this
      paragraph 1l(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates
      per annum, the number of shares subject to each of such Bids shall be
      reduced pro rata so that such Bids, in the aggregate, cover exactly such
      remaining number


                                       67
<PAGE>

      of shares); and the number of shares, if any, subject to Bids not valid
      under this paragraph 11(c)(iv)(B) shall be treated as the subject of a Bid
      by a Potential Holder; and

            (C) any Sell Order shall be considered valid up to and including the
      excess of the number of Outstanding shares of AMPS held by such Existing
      Holder over the number of shares of AMPS subject to Hold Orders referred
      to in paragraph 11(c)(iv)(A) and Bids referred to in paragraph
      11(c)(iv)(B); provided that if more than one Sell Order is submitted on
      behalf of any Existing Holder and the number of shares of AMPS subject to
      such Sell Orders is greater than such excess, the number of shares of AMPS
      subject to each of such Sell Orders shall be reduced pro rata so that such
      Sell Orders, in the aggregate, cover exactly the number of shares of AMPS
      equal to such excess.

      (v) If more than one Bid is submitted on behalf of any Potential Holder,
each Bid submitted shall be a separate Bid with the rate per annum and number of
shares of AMPS specified.

      (d) Determination of Sufficient Clearing Bids Winning Bid Rate and
Applicable Rate.

      (i) Not earlier than the Submission Deadline on each Auction Date, the
Auction Agent shall assemble all Orders submitted or deemed submitted to it by
the Broker-Dealers (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order", a "Submitted Bid" or a "Submitted Sell Order", as the case may be, or as
a "Submitted Order") and shall determine:

            (A) the excess of the total number of Outstanding shares of AMPS
      over the number of Outstanding shares of AMPS that are the subject of
      Submitted Hold Orders (such excess being hereinafter referred to as the
      "Available AMPS");


                                       68
<PAGE>

            (B) from the Submitted Orders whether the number of Outstanding
      shares of AMPS that are the subject of Submitted Bids by Potential Holders
      specifying one or more rates per annum equal to or lower than the Maximum
      Applicable Rate exceeds or is equal to the sum of:

                  (1) the number of Outstanding shares of AMPS that are the
            subject of Submitted Bids by Existing Holders specifying one or more
            rates per annum higher than the Maximum Applicable Rate, and

                  (2) the number of Outstanding shares of AMPS that are subject
            to Submitted Sell orders (if such excess or such equality exists
            (other than because the number of Outstanding shares of AMPS in
            clauses (1) and (2) above are each zero because all of the
            Outstanding shares of AMPS are the subject of Submitted Hold
            Orders), such Submitted Bids by Potential Holders being hereinafter
            referred to collectively as "Sufficient Clearing Bids"); and

            (C) if Sufficient Clearing Bids exist, the lowest rate per annum
      specified in the Submitted Bids (the "Winning Bid Rate") that if:

                  (1) each Submitted Bid from Existing Holders specifying the
            Winning Bid Rate and all other Submitted Bids from Existing Holders
            specifying lower rates per annum were rejected, thus entitling such
            Existing Holders to continue to hold the shares of AMPS that are the
            subject of such Submitted Bids, and

                  (2) each Submitted Bid from Potential Holders specifying the
            Winning Bid Rate and all other Submitted Bids from Potential Holders
            specifying lower rates per annum were accepted, thus entitling the
            Potential Holders to purchase the shares of AMPS that are the
            subject of such Submitted Bids,


                                       69
<PAGE>

            would result in the number of shares subject to all Submitted Bids
            specifying the Winning Bid Rate or a lower rate per annum being at
            least equal to the Available AMPS.

      (ii) Promptly after the Auction Agent has made the determinations pursuant
to paragraph 11(d)(i), the Auction Agent shall advise the Corporation of the
Maximum Applicable Rate and, based on such determinations, the Applicable Rate
for the next succeeding Dividend Period as follows:

            (A) if Sufficient Clearing Bids exist, that the Applicable Rate for
      the next succeeding Dividend Period shall be equal to the Winning Bid
      Rate;

            (B) if Sufficient Clearing Bids do not exist (other than because all
      of the Outstanding shares of AMPS are the subject of Submitted Hold
      Orders), that the Applicable Rate for the next succeeding Dividend Period
      shall be equal to the Maximum Applicable Rate; or

            (C) if all of the Outstanding shares of AMPS are the subject of
      Submitted Hold Orders, that the Dividend Period next succeeding the
      Auction shall automatically be the same length as the immediately
      preceding Dividend Period and the Applicable Rate for the next succeeding
      Dividend Period shall be equal to 59% of the Reference Rate (or 90% of
      such rate if the Corporation has provided notification to the Auction
      Agent prior to the Auction establishing the Applicable Rate for any
      dividend pursuant to paragraph 2(f) hereof that net capital gains or other
      taxable income will be included in such dividend on shares of AMPS) on the
      date of the Auction.

      (e) Acceptance and Refection of Submitted Bids and Submitted Sell Orders
and Allocation of Shares. Based on the determinations made pursuant to paragraph
11(d)(i), the


                                       70
<PAGE>

Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the
Auction Agent shall take such other action as set forth below:

      (i) If Sufficient Clearing Bids have been made, subject to the provisions
of paragraph 11(e)(iii) and paragraph 11(e)(iv), Submitted Bids and Submitted
Sell Orders shall be accepted or rejected in the following order of priority and
all other Submitted Bids shall be rejected:

            (A) the Submitted Sell Orders of Existing Holders shall be accepted
      and the Submitted Bid of each of the Existing Holders specifying any rate
      per annum that is higher than the Winning Bid Rate shall be accepted, thus
      requiring each such Existing Holder to sell the Outstanding shares of AMPS
      that are the subject of such Submitted Sell order or Submitted Bid;

            (B) the Submitted Bid of each of the Existing Holders specifying any
      rate per annum that is lower than the Winning Bid Rate shall be rejected,
      thus entitling each such Existing Holder to continue to hold the
      Outstanding shares of AMPS that are the subject of such Submitted Bid;

            (C) the Submitted Bid of each of the Potential Holders specifying
      any rate per annum that is lower than the Winning Bid Rate shall be
      accepted;

            (D) the Submitted Bid of each of the Existing Holders specifying a
      rate per annum that is equal to the Winning Bid Rate shall be rejected,
      thus entitling each such Existing Holder to continue to hold the
      Outstanding shares of AMPS that are the subject of such Submitted Bid,
      unless the number of Outstanding shares of AMPS subject to all such
      Submitted Bids shall be greater than the number of Outstanding shares of
      AMPS ("Remaining Shares") equal to the excess of the Available AMPS over
      the number of Outstanding shares of AMPS subject to Submitted Bids
      described in paragraph


                                       71
<PAGE>

      11(e)(i)(B) and paragraph 11(e)(i)(C), in which event the Submitted Bids
      of each such Existing Holder shall be accepted, and each such Existing
      Holder shall be required to sell outstanding shares of AMPS, but only in
      an amount equal to the difference between (1) the number of Outstanding
      shares of AMPS then held by such Existing Holder subject to such Submitted
      Bid and (2) the number of shares of AMPS obtained by multiplying (x) the
      number of Remaining Shares by (y) a fraction the numerator of which shall
      be the number of Outstanding shares of AMPS held by such Existing Holder
      subject to such Submitted Bid and the denominator of which shall be the
      sum of the numbers of Outstanding shares of AMPS subject to such Submitted
      Bids made by all such Existing Holders that specified a rate per annum
      equal to the Winning Bid Rate; and

            (E) the Submitted Bid of each of the Potential Holders specifying a
      rate per annum that is equal to the Winning Bid Rate shall be accepted but
      only in an amount equal to the number of outstanding shares of AMPS
      obtained by multiplying (x) the difference between the Available AMPS and
      the number of Outstanding shares of AMPS subject to Submitted Bids
      described in paragraph 11(e)(i)(B), paragraph 1l(e)(i)(C) and paragraph
      11(e)(i)(D) by (y) a fraction the numerator of which shall be the number
      of outstanding shares of AMPS subject to such Submitted Bid and the
      denominator of which shall be the sum of the number of Outstanding shares
      of AMPS subject to such Submitted Bids made by all such Potential Holders
      that specified rates per annum equal to the Winning Bid Rate.

      (ii) If Sufficient Clearing Bids have not been made (other than because
all of the Outstanding shares of AMPS are subject to Submitted Hold Orders),
subject to the provisions of


                                       72
<PAGE>

paragraph 11(e) (iii) , Submitted Orders shall be accepted or rejected as
follows in the following order of priority and all other Submitted Bids shall be
rejected:

            (A) the Submitted Bid of each Existing Holder specifying any rate
      per annum that is equal to or lower than the Maximum Applicable Rate shall
      be rejected, thus entitling such Existing Holder to continue to hold the
      Outstanding shares of AMPS that are the subject of such Submitted Bid;

            (B) the Submitted Bid of each Potential Holder specifying any rate
      per annum that is equal to or lower than the Maximum Applicable Rate shall
      be accepted, thus requiring such Potential Holder to purchase the
      Outstanding shares of AMPS that are the subject of such Submitted Bid; and

            (C) the Submitted Bids of each Existing Holder specifying any rate
      per annum that is higher than the specifying the Maximum Applicable Rate
      shall be accepted and the Submitted Sell Orders of each Existing Holder
      shall be accepted, in both cases only an amount equal to the difference
      between (1) the number of Outstanding shares of AMPS then held by such
      Existing Holder subject to such Submitted Bid or Submitted Sell Order and
      (2) the number of shares of AMPS obtained by multiplying (x) the
      difference between the Available AMPS and the aggregate number of
      Outstanding shares of AMPS subject to Submitted Bids described in
      paragraph 11(e)(ii)(A) and paragraph 11(e)(ii)(B) by (y) a fraction the
      numerator of which shall be the number of Outstanding shares of AMPS held
      by such Existing Holder subject to such Submitted Bid or Submitted Sell
      Order and the denominator of which shall be the number of Outstanding
      shares of AMPS subject to all such Submitted Bids and Submitted Sell
      Orders.


                                       73
<PAGE>

      (iii) If, as a result of the procedures described in paragraph 11(e)(i) or
paragraph 1l(e)(ii), any Existing Holder would be entitled or required to sell,
or any potential Holder would be entitled or required to purchase, a fraction of
a share of AMPS on any Auction Date, the Auction Agent shall, in such manner as
in its sole discretion it shall determine, round up or down the number of shares
of AMPS to be purchased or sold by any Exiting Holder or Potential Holder on
such Auction Date so that each Outstanding share of AMPS purchased or sold by
each Existing Holder or Potential Holder on such Auction Date shall be a whole
share of AMPS.

      (iv) If, as a result of the procedures described in paragraph 11(e)(i),
any Potential Holder would be entitled or required to purchase less than a whole
share of AMPS on any Auction Date, the Auction Agent shall, in such manner as in
its sole discretion it shall determine, allocate shares of AMPS for purchase
among Potential Holders so that only whole shares of AMPS are purchased on such
Auction Date by any Potential Holder, even if such allocation results in one or
more of such Potential Holders not purchasing any shares of AMPS on such Auction
Date.

      (v) Based on the results of each Auction, the Auction Agent shall
determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders
on behalf of Existing Holders or Potential Holders, the aggregate number of
Outstanding shares of AMPS to be purchased and the aggregate number of the
Outstanding shares of AMPS to be sold by such Potential Holders and Existing
Holders and, to the extent that such aggregate number of Outstanding shares to
be purchased and such aggregate number of outstanding shares to be sold differ,
the Auction Agent shall determine to which other Broker-Dealer or Broker-Dealers
acting for one or more purchasers such Broker-Dealer shall deliver, or from
which other Broker-Dealer or


                                       74
<PAGE>

Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive,
as the case may be, Outstanding shares of AMPS.

      (f) Miscellaneous. The Corporation may interpret the provisions of this
paragraph 11 to resolve any inconsistency or ambiguity, remedy any formal defect
or make any other change or modification that does not substantially adversely
affect the rights of Existing Holders of AMPS. An Exiting Holder (A) may sell,
transfer or otherwise dispose of shares of AMPS only pursuant to a Bid or Sell
Order in accordance with the procedures described in this paragraph 11 or to or
through a Broker-Dealer or to a Person that has delivered a signed copy of a
Purchaser's Letter to the Auction Agent, provided that in the case of all
transfers other than pursuant to Auctions such Existing Holder, its
Broker-Dealer or its Agent Member advises the Auction Agent of such transfer and
(B) except as otherwise required by law, shall have the ownership of the shares
of AMPS held by it maintained in book entry form by the Securities Depository in
the account of its Agent Member, which in turn will maintain records of such
Existing Holder's beneficial ownership. Neither the Corporation nor any
affiliate shall submit an Order in any Auction. Any Existing Holder that is an
Affiliate shall not sell, transfer or otherwise dispose of shares of AMPS to any
Person other than the Corporation. All of the Outstanding shares of AMPS shall
be represented by a single certificate registered in the name of the nominee of
the Securities Depository unless otherwise required by law or unless there is no
Securities Depository. If there is no Securities Depository, at the
Corporation's option and upon its receipt of such documents as it deems
appropriate, any shares of AMPS may be registered in the Stock Register in the
name of the Existing Holder thereof and such Existing Holder thereupon will be
entitled to receive certificates therefor and required to deliver certificates
therefor upon transfer or exchange thereof.


                                       75
<PAGE>

      12. Securities Depositary; Stock Certificates. (a) If there is a
Securities Depository, one certificate for all of the shares of Series A AMPS,
one certificate for all of the shares of Series B AMPS, one certificate for all
of the shares of Series C AMPS, one certificate for all of the shares of Series
D AMPS and one certificate for all of the shares of Series E AMPS shall be
issued to the Securities Depository and registered in the name of the Securities
Depository or its nominee. Additional certificates may be issued as necessary to
represent shares of AMPS. All such certificates shall bear a legend to the
effect that such certificates are issued subject to the provisions restricting
the transfer of shares of AMPS contained in these Articles Supplementary and
each Purchaser's Letter. Unless the Corporation shall have elected, during a
Non-Payment Period, to waive this requirement, the Corporation will also issue
stop-transfer instructions to the Auction Agent for the shares of AMPS. Except
as provided in paragraph (b) below, the Securities Depository or its nominee
will be the Holder, and no Existing Holder shall receive certificates
representing its ownership interest in such shares.

      (b) If the Applicable Rate applicable to all shares of AMPS shall be the
Non-Payment Period Rate or there is no Securities Depository, the Corporation
may at its option issue one or more new certificates with respect to such shares
(without the legend referred to in paragraph 12(a)) registered in the names of
the Existing Holders or their nominees and rescind the stop-transfer
instructions referred to in paragraph 12(a) with respect to such shares.


                                       76
<PAGE>

      IN WITNESS WHEREOF, MUNIYIELD FUND, INC. has caused these presents to be
signed in its name and on its behalf by a duly authorized officer, and its
corporate seal to be hereunto affixed and attested by its Secretary, and the
said officers of the Corporation further acknowledge said instrument to be the
corporate act of the Corporation, and state under the penalties of perjury that
to the best of their knowledge, information and belief the matters and facts
herein set forth with respect to approval are true in all material respects, all
on December 19, 1991.

                                               MUNIYIELD FUND, INC.

                                               By /s/ Kenneth A. Jacob
                                                  ------------------------------
                                                  Name:  Kenneth A. Jacob
                                                  Title: Vice President

Attest:

  /s/ Mark Goldfus
-----------------------
    Mark Goldfus
     Secretary


                                       77


</TEXT>
</DOCUMENT>
